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THIS AGREEMENT(together with the annexure attached hereto, this "Agreement"), is executed and effective as on today by and between:
INTERVINE GLOBAL SOLUTIONS PVT LTD,a company incorporated under the Companies Act, 1956 and having its registered office address at GOA (hereinafter referred to as “First Party” or “Intervine” which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the ONE PART;
AND
Partner, an entity existing under the laws of India (hereinafter referred to as "Second Party" or “Vendor” which means and include, unless repugnant to the context or meaning thereof mean and include its affiliates, assigns, liquidators, successors and permitted assigns) of the OTHER PART.
WHEREAS
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby AGREE as follows:
Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:
Now Therefore, in consideration of the mutual promises and agreements of the Parties herein expressed, the Parties, intending to be legally bound, hereby agree as follows:
In no event shall Intervine, nor any employee, officer, affiliate, director, shareholder, agent or sub-contractor acting on behalf of Intervine be liable to any third party for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of the performance of this AGREEMENT, including, but not limited to, damages resulting from or arising out of the omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions by third parties, resulting in any failure of the performance of Intervine. Vendor shall be solely responsible for the accuracy of all information relating to the Event including validity of the Ticket prices and any other charges and/or other information relating to the Services. Other than as expressly provided in this AGREEMENT, Intervine shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, Customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations relating to or in respect of the Services unless it is directly related to the Services. Such services shall be the sole responsibility of the Vendor and the Vendor shall bear any and all expenses and/or costs relating thereto.
Subject to Clause 8.2 below, each Party agrees and acknowledges that all the copyrights, trademarks, proprietary and/or licensed software, service marks and trade secrets (“Intellectual Property”) of each Party while conducting the business contemplated under this AGREEMENT shall always belong to such respective Party.
Any delay or failure in the performance by Intervine under this AGREEMENT shall be excused and shall be without liability if and to the extent caused by a technical or other failure of any of the Platforms for reasons that are beyond the reasonable anticipation or control of Intervine, despite Intervine’s reasonable efforts to prevent, avoid, delay or mitigate the effect of such occurrence.
IN WITNESS WHEREOF, authorized officers of the Parties hereto have duly executed this Agreement as of the later of the dates as given below.