TERMS OF USE

Last updated: 1 January 2019

This Terms of Use is entered into by and between Snap Commute Labs Private Limited (hereinafter referred to as the “Company”) and the User

The Company and the User shall hereinafter be individually referred to as a “Party” and collectively referred to as the “Parties”, as the context may require

WHEREAS

1. The Company is engaged in the providing information services and communication services in intra-city transportation systems (hereinafter referred to as “Service”) through its mobile application (hereinafter referred to as the “App”).

2. The User is the end consumer who is using the Service for personal use (not including commercial use).

3. The Parties are desirous to enter into this Terms of Use.

4. In consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, the Parties hereby enter into this Terms of Use on the terms and conditions contained herein.

1. DEFINITIONS AND INTERPRETATIONS AND OVERRIDING EFFECT

1.1 Definitions:

The Parties to this Terms of Use hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Terms of Use and whenever such terms are used in this Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:

1 “App” shall have the meaning ascribed to it in Recital 1.

2 “Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognized stock exchange of any relevant jurisdiction.

3 “Company Estimated Information” shall mean the estimations that the Company that makes in light of real time traffic information and the corresponding fare allocation based on the nature of Transport Service, including but not limited provisioning additional timeframe for stops that are made in relation to alighting and boarding of various co-passengers of such Transport Service as well as the corresponding fares associated therewith.

4 “Dispute” shall have the meaning ascribed to it in Clause 8.3.

5 “Event of Default” shall mean any of the following instances

6 “Indemnified Liabilities” shall have the meaning ascribed to it in Clause 6.

7 “Indemnified Parties” shall have the meaning ascribed to it in Clause 6.

8 “Person” means and includes an individual, a sole proprietorship, an association, syndicate, a corporation, a firm, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a limited liability company or other entity or organization, body corporate, governmental authority, judicial authority, a natural person in his capacity as trustee, executor, administrator, or other legal representative and any other entity including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

9 “Transport Service” shall mean any and all forms of vehicular transport that are made available to the User and /or on whom real time information is provided through the App.

10 “Transport Service Provider” shall mean any and all service providers who provide Transport Service.

11 “Service” shall have the meaning ascribed to it in Recital 1.

12 “Third Party” shall mean any Persons other than the Parties and the term “Third Parties” shall be construed accordingly.

1.2 General Interpretation

In this Terms of Use, except to the extent that the context otherwise requires:

1 References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Law;

2 References to Clauses, are reference to clauses in this Terms of Use unless the context requires otherwise and the recitals to this Terms of Use shall always be deemed to form part of this Terms of Use;

3 The headings are inserted for convenience only and shall not affect the construction of this Terms of Use;

4 The masculine gender includes the feminine gender and vice versa.

2. SCOPE OF SERVICES

2.1 The Company shall provide the Service through its App to the User.

2.2 For avoidance of doubt, it is hereby clarified that, at any specific instance, the engagement the Company with the User ends, in relation to that particular instance, when the User avails the Transport Service.

2.3 The Company is not engaged in the business of providing public and/or private transportation directly to any Person, including but not limited to the User, in any manner whatsoever.

2.4 The Company does not own, possess and/or otherwise control in any manner whatsoever, any personal fleet of vehicles for public and/or private transportation.

2.5 The User understands, acknowledges and affirms that the Company does not have any control over the conduct of any other User and shall not be liable for any other User’s actions.

2.6 The User understands, acknowledges and affirms that the Company has no connection in relation to contractual relationships that are entered into after the Service has been utilised by any person. For clarification of doubt, it is hereby stated that the Company does not have any control and/or connection with the monetary transactions that shall ensue between the User and the Transport Service Provider.

2.7 The User understands, acknowledges and affirms that the Company does not incur any liability in relation to the deficiency of service rendered by any Transport Service.

2.8 The User understands, acknowledges and affirms that the Company does not have any control over the condition of the Transport Service.

2.9 The User understands, acknowledges and affirms that the Company does not guarantee the compliance of Applicable Law by any Transport Service Provider, including but not limited to the compliances necessary in relation to the transportation vehicle and/or its driver.

2.10 The User understands, agrees, affirms and acknowledges that the Company does not have any control over the activity of any Transport Service Provider, and thus shall not be liable for any actions, omissions and/or otherwise laches by any of them.

2.11 Notwithstanding anything contained herein, the Company does not give any direct and/or indirect guarantee/warranty on the authenticity and/or accuracy of the information (including than Company Estimated Information) provided on the App and/or otherwise related to the Service.

2.12 The User understands, acknowledges, affirms and agrees that all information (other than Company Estimated Information) are made available on the Platform on an “as is” and “as available” basis.

3. RIGHTS OF THE COMPANY

3.1 The Company does not guarantee that the App, the Service, and/or any connected computer system/network/service connected thereto, will function on any particular hardware or devices. In addition, all the services envisaged under this Terms of Use rendered by the Company may be subject to malfunctions and delays inherent to the use of the Internet and electronic communications, including but not limited to location tracking services.

3.2 All the services envisaged under this Terms of Use provided by the Company are provided “as is” and “as available” basis.

3.3 Notwithstanding anything contained herein, the Company disclaims all implied covenants, representations and warranties.

3.4 Notwithstanding anything contained herein, it is expressly stated that the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Service, or that the Service shall be uninterrupted or error-free.

3.5 If the Company decides to change this Terms of Use, the Company may notify such changes to the User through its App. However, the Company may only notify the User about those alterations that shall have a direct impact to his/her functionality, interaction and usage of the App.

3.6 Notwithstanding anything contained herein, the Company does not endorse and/or otherwise promote, in any manner whatsoever, any third party service provider/ seller of goods, including but not limited to any Transport Service Provider.

4. EFFECTIVE DATE

The Effective Date of this Terms of Use shall be the date of installation of the App by the User.

5. COVENANTS, REPRESENTATIONS AND WARRANTIES BY THE USER

5.1 Each Party hereby warrants that he has the legal right, power and authority to enter into, deliver and perform this Terms of Use and any other documents executed by him in connection with or pursuant thereto.

5.2 Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the User specifically represents and warrants that he is not prohibited, in any manner whatsoever, either directly and/or indirectly, to avail any of the services (including but not limited to then Service) that have been made available to him by the Company and/or any third party through this Terms of Use.

5.3 Notwithstanding anything contained herein and or any connection that the Company may have with any arrangement and/or agreement that are entered pursuant thereto, the User covenants that he shall not make use of any of the services, including but not limited to the Service, been made available to him by the Company and/or any third party through this Terms of Use, for a purpose that is prohibited under Applicable Law.

5.4 The User covenants that he shall not upload viruses or other malicious code to the App and/or any other computer system connected thereto.

5.5 The User shall not solicit login information or access an account belonging to any Third Party.

5.6 The User shall not do anything that could disable, overburden, or impair the proper working or appearance of the App, the Services and/are any part thereof and/or services connected thereto, such as a denial of service attack or interference with page rendering or other aspects of operational functionality.

5.7 The User shall not facilitate and/or encourage any violations of this Terms of Use or any of the policies of the Company.

5.8 The User shall not provide any false personal information on App and/or any other computer system connected thereto, or creates an account for any Third Party other than himself/herself without permission of that Third Party as well as the Company, respectively.

5.9 The User shall not create more than one account for the App.

5.10 The User shall not create another account on the App after the Company disables his/her account, without the permission of the Company.

5.11 The User specifically covenants that the contact information of the User and always be accurate and up to date.

5.12 The User shall not share his password, let anyone else access his account, and/or do anything else that might jeopardize the security of his account with the App and/or any computer system connected thereto.

5.13 The User shall not make any attempts to interfere with or disrupt the App, the Service and/or any service/computer systems/networks connected thereto.

5.14 The User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the App and/or the computer systems connected thereto;

5.15 The User shall not copy, reproduce, alter, modify, and/or publicly display any information displayed on the App, or create derivative works from the App, to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of the Company or any other Third Party, except with the prior written consent of Company or the appropriate Third Party.

5.16 The User shall not take any action which is intended, or would reasonably be expected, to harm the Company or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the Company.

5.17 The User specifically covenants that he shall not use the App and/or the Service and/or any part thereof for any form of commercial use whatsoever, including but not limited to advertisements, logistics services, transportation services, etc. without the prior written permission of the Company.

5.18 The User specifically covenants that he shall not use the Service and/or any part thereof as a mean to fraudulently induce a Transport Service and/or any other Third Party to carry out act and/or omission.

5.19 The User specifically represents, warrants and covenants that all information provided by him to the Company are complete and accurate.

5.20 The User specifically covenants that all information requisitioned by the Company shall be provided in a timely and professional manner as well as being complete and accurate.

6. INDEMNIFICATION

The User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:

6.1 any misrepresentation by the User to the Indemnified Parties,

6.2 any misrepresentation of the User to any Third Party, with respect to the Indemnified Parties,

6.3 any Event of Default

6.4 all applicable taxes for which the User may be liable and

The right of indemnification under this Clause 6 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, Applicable Law, and/or equity.

7. LIMITATION OF LIABLITY

The aggregate liability of the Company under this Terms of Use with respect to any Transaction shall be limited to INR 500 (Five Hundred Rupees), which shall be interest free, and does not include any consequential damages.

8. GOVERNING LAW AND ARBITRATION

8.1 This Terms of Use and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.

8.2 Subject to Clause 8.3 below, this Terms of Use shall be subject to the jurisdiction of the courts in Bangalore, India.

8.3 Any action, dispute or difference arising under or relating to this Terms of Use (“Dispute”) shall at the first instance be resolved through good faith negotiations between the Parties hereto, which negotiations shall begin promptly, within 15 (fifteen) days after a Party has delivered to the other Party a written request for such consultation. If the Parties are unable to resolve the Dispute in question within 15 (fifteen) days of the commencement of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration in accordance with the International Arbitration Act, 1994.

8.4 The seat of arbitration shall be Bangalore.

8.5 All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.

8.6 The arbitration shall be conducted by a sole arbitrator appointed by the Company.

8.7 The arbitral tribunal will have the power to grant any remedy or relief that they deem just and equitable, including but not limited to injunctive relief, whether interim and/or final.

8.8 The arbitration award shall be final and binding on the Parties, and may be enforced by any court of competent jurisdiction.

8.9 The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).

8.10 When any dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Terms of Use.

9. TERMINATION

The Company shall have a right but not an obligation to terminate its engagement with the User on the occurrence of an Event of Default.

10. SURVIVAL

Clauses 6, 7, 8 and 12 and all the definitions associated thereto (whether under this Terms of Use, under Applicable Law, standard industry practices or otherwise) shall survive the termination of this Terms of Use and/or the engagement with the User.

11. ASSIGNABILITY

Except as provided in this Terms of Use, neither Party, shall be entitled to assign their rights and obligations under the Terms of Use to a Third Party without the prior written consent of the other Parties. The Parties shall execute such documents as may be necessary or desirable to give effect to such assignment.

12. CONFIDENTIALITY

It is hereby clarified that nothing contained herein shall affect the ability of the Company to make disclosure to any governmental authority or any other Person under the provisions of any Applicable Law, and/or the ability of the Company to make disclosures to its lenders, third party contractors and/other associated entities.

13. SEVERABILITY

Any provision in this Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction. Without prejudice to the foregoing, the Parties will immediately negotiate in good faith to replace such provision with a proviso, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.

14. INDEPENDENT CONTRACTORS

The Parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Terms of Use will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.

15. SUPPORT

In case the User faces any issues in relation to all or any part of the Service, he can reach out to support@challoapp.com.

16. RIGHTS OF THE COMPANY

This Terms of Use and Annexures attached thereto, along with the Privacy Policy, comprises the entire agreement of the Parties hereto with respect to the transactions envisaged under this Terms of Use and Annexures attached thereto and the inter-se rights and obligations of the Parties, superseding and replacing all prior negotiations, agreements, discussions, memoranda or heads of agreements. For clarification of doubt, it is expressly stated that the Recitals form an inherent part of this Terms of Use.