VROOZY Terms of Use

VROOZY INFOTAINMENT PRIVATE LIMITED (henceforth called “VROOZY” and/or “Franchisor” interchangeably, is a company registered under the Companies Act, 1956 bearing CIN U74999UP2019PTC113701 and having its registered office at (VROOZY Registered address)

• VROOZY is engaged in the business of and has developed, used, and continues to develop an Infotainment system comprising of VROOZY Pictures (“Content”), VROOZY Apps (“Apps”), VROOZY HMD, (hereinafter referred to as “System” and/or “VROOZY Mobile Theatre” collectively and/or interchangeably) under the brand name “VROOZY”.
  
• VROOZY identifies the System by VROOZY’s logo, service marks, business model and brand name as may be designated by VROOZY in writing as being authorized for use in the System. VROOZY’s brand name and logo identify for the public the source of the services rendered in accordance with the
  standards and specifications established by VROOZY. VROOZY has exclusive legal rights for the brand name “VROOZY“ and all rights thereof
• The Franchisee desires to acquire a license to adopt and conduct the System
  under the Brand Name “VROOZY” for operating a Centre at the Identified Location (defined hereinafter), under the supervision of the Franchisor and in accordance with the System. The Franchisor has agreed to grant franchise to the Franchisee to run the System on the terms and conditions enumerated hereinafter in this Agreement

NOW THEREFORE, the parties hereto intending to be legally bound in consideration of mutual Agreements and covenants
contained herein do hereby agree as follows:

1. Definitions and Interpretation
2. • Definitions
     Defined terms in this Agreement, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings assigned to them in Schedule A
   • Interpretation
     
     Headings and bold typeface are only for convenience and shall be ignored for the purpose of interpretation.

1. 1. • Unless the context of this Agreement otherwise requires:
   1. 1. • words using the singular or plural number shall also include the plural or singular number, respectively;
         • words of either gender shall include the other gender;
         • the terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and derivative or similar words refer to this entire Agreement;
         • the term “Clause” refers to the specified Clause of this Agreement;
         • reference to Applicable Law or to any provision thereof shall include references to any such Applicable Law as it may, after the date
           hereof, from time to time, be amended, supplemented or re-enacted, and any reference to any statutory provision shall include any subordinate legislation made from time to time under that provision;
         • reference to the word “include” shall be construed without limitation;
         • any time period in which the Parties are required to obtain approvals of any nature as specified herein shall exclude the time period
           taken to obtain applicable regulatory approvals; and
         • the Schedules hereto shall constitute an integral part of this Agreement;
         • references to persons include companies, corporations, partnerships, associations, and other organizations whether or not having a separate legal personality;
         • the rule of construction, if any, that an agreement should be interpreted against the Party responsible for the drafting and preparation
           thereof, shall not apply.
      2.  
      3. Where there is any inconsistency between the definitions set out in this clause and the definitions set out in any clause or Schedule, then for the purposes of construing such clause or Schedule, the definitions set out in such clause or Schedule shall prevail; and
      4. Any Schedule to this Agreement shall take effect as if set out in this Agreement and references to this Agreement shall include its Schedules
   2.  
2. Grant of Rights
   1. Franchisee
      RightsSubject to the terms and conditions of this Agreement, including all rights reserved to Franchisor hereunder, Franchisor grants to Franchisee the following non-exclusive rights (collectively, the “Franchisee Rights”):
      1. The right to operate, directly or indirectly, the System at the Centre under the VROOZY Brand Name, at the Identified Location in accordance with the Standards mentioned in the signed “Franchisee Agreement”.
      2. The right to advertise to the public that it is a franchise of Franchisor as per guidelines by Franchisor
   2. License
      1. Franchisor hereby grants and awards to Franchisee, for the term set forth in this Agreement, and any renewal term, beginning on the date of this Agreement, the right and license, and Franchisee hereby undertakes the obligation, to operate the Centre described in this Agreement under the brand name “VROOZY” (“Brand”) and to operate such business solely in accordance with the Standards, and only at the Identified Location (“Centre”).
      2. Subject to the terms and conditions of this Agreement, the Franchisor hereby grants to the Franchisee a personal, limited, non-exclusive, non-transferable and non-assignable license to use the System, at all times during the subsistence of this Agreement, for the limited purpose of the operation and management of the Centre.
   3. The Centre shall be operated under the “VROOZY “ Brand and the Centre shall use the System and showcase only “VROOZY Pictures” for a quality experience in line with the Standards (defined hereinafter)
3. Obligations of the Franchisee
   1. LocationFranchisee is being granted the permission to open up the “Centre” at the location specified in signed agreement hereto (“Identified Location”).
   2. Shifting of Identified Location
      
      1. Being a mobile theatre, the Franchisee agrees that in the event the Centre which is being operated from the Identified Location is shifted to some other premises (“Other Location”), for any reason whatsoever; during the Term of this Agreement, both the Franchisee and Franchisor shall still be obliged to adhere to the terms of this Agreement.
      2. The Franchisee hereby undertakes to take prior permission of the Franchisor before shifting the Centre from the Identified Location to Other Location as envisaged in clause 3.2.1 above.
      3. The Parties agree that all costs vis-à-vis shifting of Centre from the Identified Location to Other Location, shall be borne by the Franchisee. The Franchisor shall not be liable to incur any relocation cost for the same.
   3. The Franchisee shall be responsible for funding all operating and capital expenditure of the Centre. The Franchisee shall also ensure that the Centre facilities are maintained in line with the Standards.
   4. The Franchisee shall be responsible for the day to day management and functioning of the Centre in accordance with the Standards and shall comply with all Applicable Laws, statutes and regulations governing the operation of Centre.
   5. The Franchisee undertakes that adequate marketing tools such as Standees, Cut-outs, Rotating table displays, VROOZY Album, Fliers etc. are placed in the Centre at strategic locations as suggested by the Franchisor so that customers remain adequately informed of the Centre being a VROOZY equipped Centre.
   6. The Franchisee shall be responsible for recruitment and deployment of staff at the Centre. Any staff, part time or full time, recruited at Centre, as an employee or contractor of the Franchisee, for operating the System must undergo training before joining . The aforesaid staff must go through background screening for verification of their educational, residential, criminal, and professional by the Franchisee
   7. The Franchisee shall ensure the full safety of the customers using the System. Franchisee shall ensure that the Centre is well equipped with proper fire-fighting equipment to tackle any eventualities. The Franchisor shall, under no circumstances, be held responsible for the same or any other mis-happening to the customers. The Franchisee shall ensure to comply with all Applicable Laws and any other law that may be brought into effect in the
      future. The Franchisee shall be solely responsible for the consequences arising out of any breach of these terms and Applicable Laws.
   8. In the event of expiry of the Term or earlier termination of the Agreement, as the case may be, Franchisee shall ensure and shall cause the Centre to forthwith discontinue the use of the intellectual property rights including the Brand and the Content granted and shall not thereafter use, in any
      manner, or for any purpose, directly or indirectly, any intellectual property rights connected with the present Agreement including the Content, Additional Content, Software, Brand or any variation or combination thereof, unless otherwise mutually agreed amongst the Parties. Further,
      Franchisee shall ensure that it forthwith returns to Franchisor or destroys at the request of Franchisor any and all content and software provided to the Franchisee and all other things in its respective possession, power or control concerning the intellectual property rights, without any cost liability or obligation whatsoever to Franchisor in connection with such returnFranchisee shall not keep or deliver to anyone else any of the documents,
      data, material or thing or any reproduction thereof, or any description containing or pertaining to any part of the intellectual property rights of Franchisor. Further, an authorized representative(s) of Franchisee shall certify and provide a certification to Franchisor that no written or electronic copies of the intellectual property remain in the possession of Franchisee and that Franchisee has ceased to use the intellectual property rights of Franchisor.The Franchisee acknowledges that the Franchisee’s failure to cease and desist from the use of the intellectual property rights on the termination or expiry of this Agreement will result in immediate and irremediable damage to Franchisor and to the rights of any co-existing, subsequent or other licensees. Franchisee acknowledges and agrees that in the event of such failure, Franchisor shall be entitled to equitable relief by way of temporary or permanent injunction and such other or further relief including the right to claim damages, as a competent court may deem just and proper.
   9. It is the responsibility of the Franchisee to maintain all safety and hygiene standards. The Franchisee shall also duly and regularly pay all statutory dues and taxes as applicable including but not limited to, GST, property taxes, VAT, provident fund constitutions, employees statutory payments/salaries, pension fund, gratuity, bonus and employees state insurance. The Franchisee hereby indemnifies and shall keep Franchisor indemnified against any and all losses, claims, etc. that Franchisor may suffer on this account.
      Franchisee’s failure to comply with its obligations under this Clause shall constitute an event of default and render the Agreement liable to termination at the sole option of Franchisor.
   10. The Franchisee shall not set up an adverse title to the rights, title and interest in the System that is being licensed by Franchisor to the Franchisee.
   11. The Franchisee undertakes:
       1. Subject to clause 15 not to assign, transfer, charge or sub-license the System and the Brand to any person/entity; and
       2. not to use the Brand in any manner save as provided for in this Agreement.
   12. The Franchisee further undertakes that it shall immediately notify Franchisor in writing of any of the following matters which comes to its attention (giving full particulars):
       1. any actual, suspected or threatened infringement of the Brand or System;
       2. any allegation or complaint made by any third party that the Brand in fringes any third party rights; or
       3. any other form of attack or claim to which the Brand or System may be subject
   13. The Franchisor shall have the sole right to initiate proceedings against any such third party at its own cost and expenses
   14. License of the System to use of the Brand is limited to use by this Centre only and the Franchisee shall not have the right to allow use of the System and/or Brand by any other Centre or institution established or otherwise directly or indirectly set or collaborated with by Franchisee or its affiliates or joint venture partners or agents
   15. The Franchisee shall have the responsibility to handle and manage the visitors/prospects at the Centre and to provide them the requisite information. It’s the Franchisee’s responsibility to take and convert this opportunity in actual sale.
4. Viewing Charges
   1. “Viewing Charges” is the money or fee that a Franchisee collects from the viewers/customers in lieu of showing VROOZY Picture contents using VROOZY Mobile Theatre.
   2. Franchisor shall have the sole right to determine the viewing charges for its VROOZY Pictures contents. Franchisor may decide to review the Viewing Charges of its VROOZY Pictures contents time to time and will have the full right and authority to fix new Viewing Charges.  Franchisee hereby agrees that it has/shall have no objection in Franchisor determining the viewing charges as stated above for the Centre and shall abide by the same as determined by the Franchisor. The above charges are specified in Signed Agreement.
   3. Franchisee shall be fully responsible to collect the Viewing Charges from the customers at its Centre. Franchisee is liable for depositing GST and all other taxes applicable on this collection by him. This shall not be the responsibility of Franchisor in any manner whatsoever. The Franchisee understands and agrees to the same and indemnifies the Franchisor from the same.
      
5. Compensation and Other Terms
   1. VROOZY Franchise KitIn
      consideration for the grant of the license and to set up the Centre under the brand “VROOZY” by the
      Franchisor to the Franchisee in terms of this Agreement, the Franchisee shall pay to the Franchisor a
      one-time non-refundable upfront Franchise Kit fee specified in Signed Agreement.The
      Franchisee understands and undertakes that the VROOZY Franchise Kit will only be used to run the System
      and VROOZY Picture contents. Using the System otherwise, including but not limited to showcasing any
      unauthorized 3rd party
      content, shall lead to immediate termination of this agreement. In such case penalties and
      damages shall be payable in accordance with the terms of the agreement.
      
      
   2. Viewing Rights Fee
      1. The use of the System is metered on actual usage under
         Pay-per-view (PPV) licensing and is specific to each individual VROOZY HMD. In consideration
         for the running of the Centre under the brand “VROOZY” by the Franchisee and in lieu of
         using the System to showcase VROOZY Pictures content to the viewers/customers, as per terms
         of this Agreement, the Franchisee shall purchase and maintain adequate no. of viewing
         rights, from the Franchisor, against VROOZY Pictures content in each individual VROOZY HMD.
         These Viewing Rights when purchased in advance, grant limited access to VROOZY Pictures
         contents on specific VROOZY HMD’s and keep getting adjusted against the views as specified
         under Signed Agreement.
      2. Franchisor reserves the right to
         determine the Viewing Rights Fee for its VROOZY Picture contents and may review it time
         to time. In such cases, reviewed Viewing Rights Fee will supersede the Viewing Rights
         Fee mentioned in this agreement.
   3. Other Terms
      1. Any GST liability arising out of the arrangement between the Parties under this Agreement shall
         be the respective responsibility of the Parties as detailed below. GST payable on VROOZY
         Franchise KIT Fees as per 5.1 & Viewing Charges as per 4 shall be responsibility of
         Franchisor and shall be deposited by Franchisor. GST payable on Subscription Fees as per 5.2
         shall be responsibility of Franchisee and shall be deposited by Franchisee.  The Franchisee
         understand and agrees to the above and shall abide by this and indemnifies the Franchisor from
         the same. Any other items GST liability shall be decided at the time of billing or transaction
         and shall be abided by both parties as decided
      2. Notwithstanding anything contained herein, the impact of any
         discount scheme offered at the Centre to its customers shall be shared between the Parties
         in the ratio as decided between them at the time of launch of such discount scheme .The
         Franchisee agrees to abide by the same. The Discount cannot be offered by the Franchisee
         without prior approval of Franchisor
6. Obligation of the Franchisor
   1. Training and Support
      1. The Franchisor shall, from the Effective Date, provide free of
         cost training to the operators appointed by the Franchisee for the Centre, provided said
         operators are registered with the System. All cost related to Franchisee’s staff undergoing
         the initial training at the time of franchise setup and subsequent training(s) including,
         inter alia,
         the cost of logistics, daily franchise staff expenses, franchise staff salaries and stay
         arrangements of trainee operators if any shall be borne by Franchisee
      2. Franchisor will provide all adequate software support for the
         System against bugs etc. till the validity of the agreement. Hardware replacement warranty
         against VROOZY HMD will be provided to Franchisee for first 3 months from the date of
         commencement of this agreement. However this will not be applicable against any breakage,
         mishandling or misuse of the System. After 3 months, in case of any problem with the VROOZY
         HMD, franchisor will provide free servicing. However Franchisee will have to pay for the
         damaged parts, if any.
      3. Marketing tools, if any, that
         came as default item with the VROOZY Franchise Kit or exclusively purchased by the
         Franchisor carry no guarantee or warrantee whatsoever. In case of any damage to them,
         Franchisor will be responsible for replacing them at his own cost.
   2. Updates
      1. The Franchisor may, during the
         term of this Agreement, provide updates and revisions of the VROOZY Apps and VROOZY
         Pictures to the Franchisee, if and when these updates and revisions are undertaken by
         Franchisor. Such updates and revisions shall be provided to the Franchisee free of any
         cost.
   3. Marketing and Advertising
      1. The Franchisor shall provide
         creatives and marketing collaterals for the advertisement and promotion of the System in
         accordance with its Standards on a paid basis. The Franchisor shall support, assist and
         guide the Franchisee in executing all marketing activities in order to promote the
         System and to generate sales . It is hereby clarified that the quantum of marketing
         material supplied by the Franchisor shall be as per the specific requirement of the
         Centre and shall be charged at the cost per material as decided by
         Franchisor
   4. Sales Incentive
      1. Time to time Franchisor will
         launch and offer to Franchisee target driven Sales and performance incentive schemes
         which will be intimated to Franchisee on as and when basis.
7. StandardsIn order to promote the value and goodwill of Franchisor’s Brand name and the System and
   to protect Franchisor’s intellectual property, Franchisee agrees to run and operate the Centre in accordance
   with the standards promulgated by Franchisor enumerated in Signed Agreement
8. Protection of Intellectual Property
   1. No transfer of intellectual property rights in the VROOZY Apps, VROOZY
      Pictures, System or Brand is provided hereunder, either expressly or by implication, estoppels or
      otherwise and the Franchisor shall retain all rights, title and other interest to its intellectual
      property that will be deployed at the Centre pursuant to this Agreement. The Parties agree that
      Franchisor shall retain all right, title and interest (including copyright, patent, trademark and
      other proprietary rights) in the Software ,Content ,System and the Brand
   2. The Parties hereby mutually covenant, declare and unconditionally
      undertake and agree that any intellectual property of the Franchisor shall be used by the Franchisee
      for the performance of this Agreement in the manner and to the extent expressly agreed in writing
      between the Parties for the term of this Agreement.
   3. The Franchisee and the Centre shall make its best efforts to protect and
      preserve the intellectual property of Franchisor against any infringement either by itself or any
      third party. It is clarified and expressly agreed to by the Franchisee that the Franchisee shall not
      use any variance of the Brand in any manner during the subsistence or after the termination of this
      Agreement.
   4. The Franchisor shall be restrained and undertakes not to obtain/try to
      obtain any domain name or web portal with the name “VROOZY” or any other variant of the same.
   5. The Franchisor shall be restrained and
      undertakes not to obtain/try to obtain/access/try to access the System through hacking or any
      other unauthorized way and use the System in strict accordance to the terms and conditions of
      this agreement.
9. Representation and Warranties
   1. Each Party represents and warrants that:
      1. It is an entity duly organized/validly existing and in good
         standing under the laws of India
      2. It has the power to execute, deliver and perform this
         Agreement.
      3. the execution, delivery and performance by it/them of this
         Agreement, has been duly and validly authorized by all necessary corporate and managerial
         action.
      4. this Agreement has been duly
         authorized, executed and delivered on behalf of the Parties and constitutes a legal,
         valid and binding obligation of the Parties enforceable in accordance with the terms
         hereof, except as the same may be limited by bankruptcy, insolvency, reorganization or
         other laws affecting the enforcement of creditors’ rights generally.
   2. The Franchisee hereby covenants and declares that:
      1. The Franchisor shall have the right to conduct quality audits,
         financial audits and customer satisfaction surveys The Franchisee agrees and acknowledges
         that no permission/approval/consent of any kind shall be required by the Franchisor to
         conduct such audits in the Centre. The Franchisee shall provide all necessary cooperation
         required by the Franchisor for the said purpose without raising any objection in this
         regard
      2. The Franchisor shall at all
         times during the subsistence of this Agreement be entitled to communicate directly with
         the customers of the Centre
10. Term and Termination
    1. The initial term of this Agreement shall be for a specified period (the
       “Term”) details of which along with the date of
       commencement of the Centre (“Commencement Date”) are
       specified in Signed Agreement herein below, unless
       terminated by mutual agreement in writing by the Parties.. This Agreement shall be subject to
       renewal, at the option of the Franchisor and the Franchisee, for another term of a mutually agreed
       period on the same terms and conditions as contained herein
    2. The Franchisor shall, in the following
       cases have the right to forthwith terminate this Agreement by written notice to the
       Franchisee:
       1. If, at any time, the Franchisee breaches any of the provisions
          of this Agreement including payment terms and fails to fully cure such breach, if curable,
          within thirty(30) days or any specified timeframe (“Cure Period”) suggested by Franchisor in writing (“Cure
          Notice”), following receipt of written notice from
          Franchisor;
       2. In the event of material representation, warranty or statement
          made by the Franchisee in connection with this Agreement or other documents executed between
          the Parties in connection with the transaction contemplated herein or in any document
          delivered in connection with the transaction contemplated herein or in any document
          delivered by or on behalf of the Franchisee under or in connection with this Agreement being
          found to be incorrect in any material respect when made or deemed to have been made.
    3. Notwithstanding anything contained in this Agreement, the Franchisee may
       terminate this Agreement by giving 30 days’ written notice  in case of breach of any term/obligation
       under this agreement by the Franchisor
    4. The Parties agrees that in the event of termination of this Agreement,
       for any reason whatsoever, the Franchisee shall delete and destroy VROOZY Apps and VROOZY Pictures
       content and other material given to him as part of this franchise by the Franchisor. He shall cease
       to have usage rights on everything given to him as part of this Franchise and its System. The
       Franchisee undertakes not to raise any objection for the same and provide all cooperation and
       assistance required for this to the Franchisor
    5. The parties shall at any time have a right to terminate this agreement
       with mutual consent upon occurrence of a Force Majeure Event or otherwise by giving 30 days written
       notice.
    6. Upon termination of the Contract, either by Franchisee or by the
       Franchisor, Franchisee will have an option to retain the VROOZY HMD. However, he will have to
       remove/destroy the VROOZY Apps, VROOZY Pictures content and/or any other software that resides in
       the HMD within 7 days from the HMD and from all other places such as Mobile phones etc and will have
       to submit a proof of doing so to the satisfaction of the Franchisor. In addition to this, Franchisee
       will have to refund the discount availed for the Franchisee Kit Fee, if any. This does not absolve
       the Franchisee of any of this other liabilities as per the other terms of this agreement.
11. Dispute Resolution
    1. All disputes arising in connection with or arising out of this Agreement
       (the “Dispute”) will be referred to final and binding
       arbitration under the provisions of Arbitration and Conciliation Act, 1996.
    2. For this purpose, the Parties hereby agree that the dispute shall be
       resolved by an arbitral tribunal of three arbitrators, comprising one arbitrator appointed by the
       Franchisor and one arbitrator appointed by the Franchisee and the third arbitrator appointed by the
       two arbitrators so appointed.
    3. The place of arbitration shall be at NOIDA, Uttar Pradesh and the
       language English.
    4. The arbitration award shall be final and binding upon the
       Parties.
    5. This Agreement and the rights and
       obligations of the Parties shall remain in full force and effect pending the award in such
       arbitration proceeding, which award, if appropriate, shall determine whether and when any
       termination shall become effective.
12. Governing Law and Jurisdiction
    1. The obligations of the Parties under this Agreement shall be
       interpreted and construed according to the laws of India. Subject to Clause 11 herein above,
       the courts at Noida, Uttar Pradesh shall have the exclusive jurisdiction to entertain and
       try any and all disputes arising between the Parties under this Agreement.
13. NoticeAll notices under this Agreement will be in writing and will be deemed to have been duly
    given if delivered personally or by an official email ID or bya a nationally recognized courier service or
    mailed by registered or certified mail, return receipt requested, postage prepaid, to the Parties at the
    addresses set forth on the first page of this Agreement
14. Confidentiality
    1. All information, without any limitation as to form or content
       thereof, which is proprietary and/or confidential in nature (the “Confidential
       Information”) and disclosed by one Party (the “Disclosing
       Party”) to the other (the “Receiving Party”), can be used by the Receiving Party only with the prior consent in
       writing of the Disclosing Party on the condition that the Receiving Party shall.
       1. use the Confidential Information only in relation to this
          Agreement
       2. not share the Confidential Information with any of its
          directors, trustees, employees, and agents (“Representatives”) except on a need to know basis and on condition that the
          Receiving Party shall alone be liable for any breach of the confidentiality obligations
          herein by its Representatives.
    2. The Parties agree to treat intellectual property created, if any, as
       a result of this Agreement including Additional Content as Confidential Information and not to
       use it outside the scope of this Agreement without the express prior consent in writing of
       Franchisor.
    3. The Parties further agree not to disclose to any third party any
       Confidential Information without the prior written consent of the other
       Party.
15. AssignmentThe Parties shall be entitled to assign, pledge or otherwise transfer this Agreement or
    any rights or obligations in relation hereto, whether in whole or in part, to any affiliate provided the
    assignee/transferee enters into a Deed of Adherence to the terms and conditions of this Agreement with the other
    Party. Further, the Franchisee shall be entitled to assign the rights and obligations under this Agreement to
    any third party only with the prior written consent of the Franchisor. No such assignment, pledge, or transfer
    shall relieve the assignor, pledger or transferor of any obligation hereunder. This Agreement shall bind the
    permitted successors and assigns of each Party
16. Indemnification and Limitation of Liability
    1. Franchisee shall indemnify, defend and forever hold harmless the
       Franchisor, and his respective present and former officers, shareholders, directors, employees,
       trustees, partners and agents, against and from any and all losses, liabilities, claims, costs,
       damages and expenses, including, without limitation, fines, forfeitures, attorney’s fees,
       disbursements and court or administrative costs, arising out of any breach of any term of this
       Agreement or any warranty, covenant or representation contained herein.
    2. Franchisor shall not be liable to Franchise or to any other person or
       entity for special, indirect, reliance, incidental, or consequential damages or loss arising out
       of or in any way relating to or arising out of this Agreement, whether in an action arising out
       of breach of contract, breach of warranty, delay, negligence, strict tort liability, patent
       matters, or any other theory whether or not it had any knowledge, actual or constructive, that
       such damages might be incurred.
    3. The Franchisee agrees to fully release, indemnify, defend, and
       forever discharge the Franchisor, its owners, directors, staff, employees, and agents of and
       from all liability, claims, demands, losses, damages, costs, expenses including legal and
       attorney fee, actions, and causes of action in respect of all personal and/or bodily
       injuries including death, loss, or damage to the customer and/or any staff, howsoever
       caused, arising out of or to arise by reason of or during the customers engagement at the
       Centre and/or any other liability, claim, demand that has arisen on account of any other
       reason relatable to the customer and/or the Centre
17. Independent Parties
    1. This Agreement does not in any way create the relationship of
       principal and agent employee/employer, partnership, or joint venture relationship between
       Franchisor and the Franchisee and/or its/their nominee(s). Each Party and its nominee(s) shall
       not act or attempt to act, or represent itself directly or by implication, as an agent of the
       other Party or in any manner assume or create, or attempt to assume or create, any obligation on
       behalf of or in the name of the other Party
    2. Each Party shall have the obligation to supervise, manage,
       contract, direct, procure, perform or cause to be performed, all work to be performed under
       this Agreement and shall be liable for the acts or omissions of their respective employees
       and agents in performing their respective obligations hereunder
18. Amendment
    No amendment or other modification of this Agreement shall be valid or binding on any Party hereto, unless
    reduced to writing and executed by the authorized officers of the Parties hereto
    
    
19. Waiver
    No waiver by any Party of any breach or series of breaches or defaults in performance by the other Parties,
    and no failure, refusal, or neglect to exercise any right, power or option given to any Party hereunder or to
    insist upon strict compliance with or performance of the obligations under this Agreement, shall constitute a
    waiver of the provisions of this Agreement with respect to any subsequent breach hereof nor a waiver by such
    Party of its right at any time thereafter to require exact and strict compliance with the provisions hereof.
    
    
20. No LiabilityExcept as expressly provided in this Agreement, Franchisor (including its employees
    and representatives)  do not assume any direct or indirect liability or obligation to any customer engaging at
    the Centre. Franchisor shall have no liability to any Customer or, Franchisee ((including its employees and
    representatives) for damages of any kind, whether direct, consequential or otherwise incident to the conduct of
    the Centre
21. SeverabilityAll provisions of this Agreement shall be severable and no such provisions shall be
    affected by the invalidity of any other such provision to the extent that such invalidity does not so render
    such other provision invalid. In the event of the invalidity of any provision of this Agreement, it shall be
    interpreted and enforced as if all the provisions thereby rendered invalid were not contained herein.
22. Entire UnderstandingThe terms and conditions contained in this Agreement along with the Schedules
    appended hereto, constitute the entire agreement among the Parties in connection with the subject matter hereof
    and shall supersede all previous negotiations, communications, agreements or arrangements, either oral or
    written, among the Parties pertaining to such subject matter(s). This Agreement is comprised of this Agreement
    and Schedules and contains all of the covenants and agreements between the Parties with respect to the subject
    matter hereof. In the event of any conflict between this Agreement and the Schedules hereto, the Schedules shall
    control and prevail over this Agreement with regard to the subject matter of the Schedules
23. Non CompetenceThe Franchisee agrees that during the Term of this Agreement (the “Non-Compete
    Term”), neither the Franchisee, nor its affiliates and/or any entity promoted by it shall engage or
    attempt to or assist any other person/company/entity to engage in, or participate in running a similar Centre or
    System of a similar nature, directly or indirectly, either on their own account or as a partner, agent,
    consultant, manager, associate or shareholder

SCHEDULE – A
DEFINITIONS

The following terms shall have the meanings assigned to
them under this Agreement: