21North (the “Company” or “we” or “us”) respects the privacy of everyone who visits its website at www.21north.in through (“Website”) or its mobile application (“Application”)(together “Interfaces”). Hence we would like to inform you (its users) (“you” or “your”) regarding the way we use your data on these Interfaces. We strongly recommend you to read this privacy policy so that you understand our approach towards the use of your data. The Website is an online platform and the Application is a mobile based application that is, but not limited to, used to book service appointment and provide pick-up and delivery service (convenience service) using third party services, of your vehicles to and from service centers in order to get your vehicles serviced on a service due date. By submitting data to us, you will be treated as having given your permission – where necessary and appropriate – for disclosures referred to in this policy.

WHAT DOES THIS PRIVACY POLICY COVER?

This privacy policy is to inform you regarding the information we collect, the manner in which we collect information and use such information. Personally identifiable information (the “PII”): essentially includes, but is not limited to, information which can be used to identify, contact or locate you such as your name, home and business address, email addresses, contact details, and payment details. Non-personally identifiable information (the “NPII”): NPII includes, but is not limited to, your IP address, cookies, third party’s cookies and web pages that have been viewed by you on the Website. PII and NPII shall hereinafter be jointly referred to as the “Information”.

WHAT PERSONAL INFORMATION IS COLLECTED?

When you visit http://www.21north.in , you will be required to create an account in order to receive services offered through our Interfaces. For creating an account you will have to provide us with certain personally identifiable information about yourself which may include your name, email address, home or business address, telephone number, vehicle details (including vehicle no., vehicle make, vehicle model no., insurance details etc.), debit or credit card information such as the credit card number, card verification value.

WHAT ARE THE PURPOSES OF THE COLLECTION OF PERSONALLY IDENTIFIABLE INFORMATION?

We collect and use PII (including name, address, telephone number and email) to better provide you with the required services, or information. We would therefore use your PII in order to:
1. Respond to queries or requests submitted by you
2. Administer or otherwise carry out our obligations in relation to any agreement you have with us
3. Anticipate and resolve problems with any services supplied to you
4. Create products or services that may meet your needs; and
5. Process requests or applications submitted by you
To optimize our services we may wish to use your PII for direct marketing as well as to share with other third parties for promotional activities. As we respect your privacy we will only use your PII for this purpose and you are hereby being made aware of such intent.

WHAT NON-PERSONAL INFORMATION IS COLLECTED?

We may automatically collect NPII about you such as the type of internet browsers or mobile browsers you use, log data, device information or the website from which you linked to our Website or the usage pattern of the Application etc. You cannot be identified from this information and it is only used to assist us in providing an effective service through our Interfaces.

WHAT ARE THE PURPOSES OF COLLECTION OF NON-PERSONAL INFORMATION?

We may use NPII when you interact with the Company services to better our services in terms of understanding the usage pattern, create aggregate information from the information submitted by the site, show information in aggregate / segmented form for reporting, analytics for third party services. We may use the information internally for any lawful purpose. Additionally, Company may use the NPII provided by you or acquire such NPII based on your activities on the Website or the Application, in order to troubleshoot problems, enforce the Company’s Terms of Use and/or other related matters.

INFORMATION SHARED WITH THIRD PARTY

Company will share your PII with selected third parties to be able to respond to your service request, provide service or provide customer support. These third parties will not use your Information for any purpose other than what we have agreed with them. We may from time to time supply third parties with this NPII on aggregate basis for uses in connection with this Website or the Application. Company may share your Information with its affiliated entities such as subsidiaries, joint ventures or other companies under common control and those who have agreed to this privacy policy. Except as set out in this privacy policy, we will not disclose any Information without your permission unless we are legally entitled or required to do so (for example, if required to do so by legal process or for the purposes of prevention of fraud or other crime) or if we believe that such action is necessary to protect and/or defend our rights, property or personal safety and those of our users/customers or other individuals. INTERACTION BETWEEN “YOU” AND “US” We are interested in your views, and we value feedback from our clients and visitors, we therefore have set up notice boards, newsgroups, feedback, email, forum facilities and/ or chat rooms. If at any time our Website or Application offers any chat rooms, notice board facilities, newsgroups etc. we may collect the PII that you disclose while providing your feedback. Such PII will be used in accordance with this privacy policy.
However, we cannot control and be responsible for other parties' use of your PII which you make available to them through our Website or Application. We encourage you to be careful about what PII you disclose in this way.

KEEPING OUR RECORDS ACCURATE

We aim to keep our information about you as accurate as possible. We shall not be responsible for the authenticity of the information provided by you. If you would like to review, change or delete the details you have supplied to us, you can do so by editing your account details on the Website or the Application.

SECURITY OF YOUR INFORMATION

As we value your personal information, we will ensure an adequate level of protection. We have therefore implemented technology and policies and have rigorous security measures in place with the objective of protecting your privacy from unauthorized access and improper use and will update these measures as new technology becomes available, as appropriate. The Company undertakes that it shall not provide, distribute, trade, sell or rent your Information provided or related to past use of the Website or the Application to any third party, except as provided in this privacy policy.
Individual records of your personal information may be viewed or accessed only for the purpose of resolving support issues or suspected violation of the Terms of Use, or as may be required by law. The Company will take all reasonable precautions for maintaining confidentiality of PII. The Company stores and maintains an industry-wide accepted professional standard for protection of PII.
Notwithstanding the above, the Company in no way guarantees that such information will not be accessed, disclosed, altered or destroyed by breach of firewalls and secured server software. The Company hereby disclaims any liability related to a security breach or loss of your information to the greatest extent permissible by law.

USE OF YOUR PERSONAL INFORMATION SUBMITTED TO OTHER WEB SITES/APPLICATIONS

On our Websites and Applications, we may have links to other websites or applications, or you are referred to our Website or Application through a link from another website or application. It may be explicitly noted that we are not responsible for the privacy policies and practices of other websites or applications. The content on other websites or applications are subject to their terms of use and any additional guidelines and privacy information provided in relation to the use of their website or application.
We recommend that you check the policy of each website or application you visit to better understand your rights and obligations especially when you are submitting any type of content on those third party websites or applications. Please contact the owner or operator of such website or application if you have any concerns or questions.

CHILDREN

The Website and Application is not intended for people under the age of 18. Consistent with applicable laws, we will never knowingly collect PII from anyone under the age of 18 without requiring parental consent. Any person who provides their personal information to us through our Website or Application represents that they are 18 years of age or older. COOKIES POLICY

WHAT IS A COOKIE?

Cookies are small data files that your browser places on your computer or device. Cookies help your browser navigate a website and the cookies themselves cannot collect any information stored on your computer or your files. When a server uses a web browser to read cookies they can help a website deliver a more user-friendly service. To protect your privacy, your browser only gives a website access to the cookies it has already sent to you.

WHY DO WE USE COOKIES?

We use cookies to learn more about the way you interact with our content and help us to improve your experience when visiting our Website or Application. Cookies remember the type of browser you use and which additional browser software you have installed. They also remember your preferences, such as language and region, which remain as your default settings when you revisit the Website or Application. Cookies also allow you to rate pages and fill in comment forms.
Some of the cookies we use are session cookies and only last until you close your browser, others are persistent cookies which are stored on your computer or devise for longer.
The information collected by cookies falls within the category of NPII.

HOW ARE THIRD PARTY COOKIES USED?

For some of the functions within our Websites or Applications we use third party suppliers, for example, when you visit a page with videos embedded from or links to YouTube, these videos or links (and any other content from third party suppliers) may contain third party cookies and you may wish to consult the policies of these third party websites for information regarding their use of cookies.

HOW DO I REJECT AND DELETE COOKIES?

If you wish to reject or block the cookies set by us or the websites of any third party suppliers by changing your browser settings – see the Help function within your browser for further details. Please note that most browsers automatically accept cookies so if you do not wish cookies to be used you may need to actively delete or block the cookies.
Note, however, that if you reject the use of cookies you will still be able to visit our Website and Application but some of the functions may not work correctly.

RETENTION OF INFORMATION AND CHANGES TO THIS POLICY

We will retain your personal information for the period necessary to fulfill the purposes outlined in this privacy policy unless a longer retention period is required or permitted by law. From time to time we may make changes to this privacy policy. If we make any substantial changes to this privacy policy and the way in which we use your personal data we will post these changes on this page and will use reasonable efforts to notify you of any significant changes. Please check our privacy policy on a regular basis.

This Contractor Agreement (the “Agreement”) has been entered into on this Date day of Month, Year (the “Effective Date”) by and between: ONB Technologies India Private Limited, a company incorporated under the Companies Act, 1956 and also having its registered office at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048 (hereinafter referred to as the “Company” which expression shall, unless contrary to the context or meaning thereof, be deemed to mean and include its successors in interest and permitted assigns) of the First Part;

AND

Name of Ambassador, son/daughter of Father Name, residing at Ambassador Address bearing Driving License Number Ambassador DL No (hereinafter referred to as the “Ambassador” which expression shall, unless repugnant to the context and meaning thereof, be deemed to mean and include his/her successors and permitted assigns) of the Second Part. Each of Company and Ambassador shall be individually referred to herein as a “Party” and jointly be referred to as the “Parties”.

WHEREAS

1. The Company provides Vehicle (defined below) assistance to network partners and Customers (defined below) including but not limited to vehicle servicing including pick up and drop facility, digital roadside assistance and chauffeur services through the Company’s Application (defined below).
2. The Ambassador is a skilled driver with a valid Indian driving license who agrees to drive the Vehicle to provide the Services (defined below) as required by the Customer.
3. The Company intends to appoint the Ambassador for providing the Services to its registered Customer in accordance with the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1. DEFINITIONS

1. “Ambassador Application” shall mean the mobile application provided/developed by the Company that enables the Ambassadors to receive the requests from the Company for providing Services to the Customer.
2. “Application” shall mean the software application named 21North Ambassador, including www.21north.in, developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by the Company to run on computers, smartphones, tablet computers and/or other devices through which the Services are made available to the Customer.
3. “Customer” means any person or entity that wishes to receive the Services through the Application or Website.
4. “Data” means all the information shared by the Ambassador through the Device (defined below) or the Customer including but not limited to the Services or personal details of the Ambassador or the Customer.
5. “Device”means the relevant mobile phone and such other devices, either made available by the Company or procured by the Ambassador, and used by the Ambassadors in order to provide Services to the Customer.
6. “Fees” mean the fees paid by the Company to the Ambassador for the performance of Services.
7. Intellectual Property Rights” means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right or any other property rights that grant similar rights as the foregoing, whether registered or not, anywhere in the world;
8. “Services” mean the picking-up of the Vehicle from the Pick Up location and dropping the Vehicle at the Drop Off Location (defined below) or picking up the Vehicle from the Drop Off Location and dropping the Vehicle at the Customer’s location as indicated by the Customer through the Application or Website.
9. “Pick Up / Drop Off Location” means the location indicated by the Company or the Customer.
10. “Vehicle” means the motor vehicle of the Customer used by the Ambassador for the performance of Services.
11. “Website” means the www.21north.in or such other domain the Company designates.

2. SCOPE OF LICENSE

1. Subject to the terms of this Agreement, the Ambassador is hereby granted a non-exclusive, limited, revocable, non-sub licensable, non-assignable, non-transferable, royalty-free right and license to use the Ambassador Application and the associated software on the Devices during the term of this Agreement.
2. The Ambassador Application shall be made available on a fully hosted basis and nothing herein shall permit the Ambassador to have any other access to it. The Company shall host the Ambassador Application on hosting servers in a manner it deems sufficient to meet its obligations under this Agreement.
3. The Ambassador warrants that the Customer will interact with the Ambassador only through the Ambassador Application.
4. All Intellectual Property Rights in the Ambassador Application shall vest with the Company and any other rights not expressly granted are hereby reserved by the Company.

3. PROCEDURE

1. The Company will issue an Ambassador ID to the Ambassador to access and use the Ambassador Application and based on its sole discretion, a Device for the performance of Services. The Company will have the right, at all times and at its sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Ambassador from accessing or using the Ambassador Application or the Device. The Company, shall charge the Ambassador an amount of INR 5000 (Five Thousand) or an amount that could change from time to time, as security deposit towards the Ambassador kit provided at the time of signing this Agreement or the Company shall deduct such amount as security deposit from the Fees payable to the Ambassador or deduct an amount appropriately from the Ambassador over installments.
2. The Customer shall avail the Services offered by the Company making a service request for “21N Driver” pursuant to which the Ambassador shall perform the Services. The Ambassador shall perform the Services during the working hours prescribed in the Company’s policies. Upon acceptance of the service request made by a Customer, the same will be notified to the Ambassador through the Ambassador’s Application. The Company will then provide the Customer information to the Ambassador via the Ambassador Application, including the Customer’s location and pick up time. The Company shall also provide specific information to the Customer regarding the Ambassador’s name, photo, license number, location and movement information as on the day of pick up and contact information. The Customer shall be entitled to cancel the Service at any time up to 0 hours of the pick-up time of the Vehicle.
3. On the date of the Service, the Ambassador shall reach the location indicated by the Customer for the pick-up of the Vehicle within the prescribed time. The Ambassador shall take photographs of the Vehicle in the presence of the Customer using the Device to record the physical condition of the Vehicle and post it under the Customer’s service request account on the Application. The Ambassador shall then take the keys from the Customer and proceed to fulfill the Service.
4. Upon completion of the Services, the same will be notified to the Company by the Ambassador.
5. For purposes of clarity, during the drive from the Customer location to the Drop off Location, or from the Drop Off Location to the Customer location, the Ambassador shall activate the GPS in his/her Device to enable the Customer to track the Vehicle’s location at all times during the performance of the Service.

4. PROHIBITED USES/PROHIBITED CONDUCT

The Ambassador shall not:

1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, the Ambassador Application and any associated software or the Device in any way;
2. modify or make derivative works based on the Application and associated software;
3. create internet “links” to Ambassador Application and associated software or “frame” or “mirror” the Ambassador Application and associated software on any other server or wireless or internet-based device;
4. try to reverse engineer, decompile, modify, or disassemble the Ambassador Application and associated software or any Customer’s information;
5. access the Ambassador Application and associated software in order to (a) build a competitive product or Service; (b) build a product using similar ideas, features, functions or graphics of the Ambassador Application and any associated software; or (c) copy any ideas, features, functions or graphics of the Ambassador Application and associated software;
6. launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Ambassador Application;
7. involve or be involved in any conduct or activity that would adversely affect the reputation of the Company;
8. misrepresent the location at which the Ambassador will be available to be contacted to provide a Service;
9. offer additional services other than the Service description;
10. solicit the Customer to mail cash or use other payment methods not specifically permitted by the Company as approved payment methods or message the Customer to make national or international money transfers for amounts exceeding the price of a Service; and
11. fail to perform Services request posted by the Customer, unless the Customer fails to materially meet the terms of the mutually agreed upon agreement for the Services or if the Ambassador cannot authenticate the Customer's identity.
12. use the Ambassador Application and associated software to:
    1. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws
    2. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material including material harmful to children or violate any of the third-party privacy rights; and
    3. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

5. INTELLECTUAL PROPERTY RIGHTS

All rights in tools, Ambassador Application and the associated software, Application, Device, Data, Website and materials used by the Ambassadors, as the case may be, during the course of performance or delivery of Services shall remain with the Company and no rights in these shall be deemed to be transferred to the Ambassador under any circumstances. The Ambassador shall not use the Intellectual Property Rights of the Company including without limitation to the Company’s names, logos, product and service names, trademarks and service marks.

6. BACKGROUND CHECK/PRE EMPLOYMENT SCREENING

1. The Ambassadors agree to be subjected to a comprehensive background verification/check conducted by the Company for the benefit of the Company.
2. The Company shall check the educational qualifications, past employment records, work experience, criminal records and identity check, such as a passport, driving license of the Ambassador(s) who will be performing Services for the benefit of Company and the Customers. An effective background check process may also involve contacting past employers and former managers and supervisors. The Company may require identity card and address proof to verify the identity of the Ambassador. The Ambassador shall be required to submit the necessary/relevant documents pertaining to the background check.

7. OBLIGATIONS OF THE AMBASSADOR

The Ambassador shall:

1. have a valid Indian driving license at all times;
2. wear the Company provided apparel/uniform and be neat in his/her appearance;
3. treat the Customer with utmost respect and courtesy at all times;
4. ensure that he/she never drives under the influence of alcohol or other similar substances;
5. use the cheapest mode of conveyance to reach the Customer location or Drop Off Location for performing the Services;
6. ensure his/her availability at all times to enable the Company to assign Customer requests to the Ambassador;
7. arrive at the Customer location or the Drop Off/ Pick Up Location at least ten (10) minutes before the pick-up of the Vehicle;
8. check the notification of invoice payment by the Customer on the Ambassador Application before delivering the Vehicle to the Customer. The Ambassador may also be required to collect the fees from the Customer which a Customer is required to pay the Company for availing the Services. In such circumstances, the Ambassador shall submit the fees collected from the Customer to the Company within twenty- four (24) hours from the receipt of such fees;
9. inform the Company in advance in the event the Ambassador wishes to refuse the performance of Services to the Customer due to the following reasons:
   1. the Customer or such other person is armed, aggressive, violent, verbally or physically threatening or abusive;
   2. the Vehicle is unsafe to drive; or
   3. any other facts or circumstances relevant to Ambassador’s safety, , including but not limited to a request to pick up Vehicle in a location deemed unsafe by the Ambassador.
10. immediately notify the Company of any actual or suspected breach or improper use of the Device, Ambassador Application and associated software or the Data or of theft of the Device;
11. immediately notify the Company of any delay or failure in the performance of the Services due to weather, traffic or any other reason; and
12. at all times be responsible for the safety of the Vehicle in his/her possession.
13. drive any vehicle in a safe manner and adhere to all traffic rules and regulations.
14. shall be liable for unauthorized possession of any property including any article or information belonging to the Company for which the Company may take any appropriate legal recourse as deemed fit.
15. Further, during the term of this Agreement, Ambassador shall work with the Company on an exclusive basis and not engage in providing services to any other entity providing similar services like that of the Company.

8. PAYMENTS

1. The Company shall pay the Ambassador, the fees for the Services (“Fees”) performed and in the manner and at the time specified in this Agreement. The Ambassador Fee shall be an amount paid for the Services rendered in a month in accordance with the Ambassador payout program notified by the Company from time to time. The Fees mentioned above are subject to tax deductions and shall be paid within the 7th working day of every month for the Services performed in the previous month.
2. The Company shall levy Cancellation Fee of INR 5000 (Five Thousand) if the Ambassador is in active within 3 (three) months from commencement of this agreement.
3. The Company shall pay or reimburse the Ambassador, a conveyance fee as per the applicable Company policy in relation to the performance of the Services.
4. The Parties hereby agree that the Company shall not be liable in any manner for a delay caused in disbursement of payments to the Ambassador by financial institutions.
5. The Parties understand and agree that in the event of change in the payment mechanism used by the Company, the Ambassador will be notified of the same thirty (30) days prior to such change.
6. The Company shall make payment of the Fees to the Ambassador’s bank account details provided by the Ambassador. The Ambassador shall immediately notify the Company in the event of any change in the Ambassador’s bank account details.

9. CONFIDENTIALITY

1. The Ambassador agrees that in the course of providing the Services the Ambassador will have access to sensitive and confidential information of the Company, including but not limited to the Company’s operational and business models, software, business plans, operational plans, Customer information or any other information which the Company may communicate to the Ambassador from time to time (“Confidential Information”). Ambassador shall use the Confidential Information to the extent required to provide the Services and for no other purpose. In no event shall the Ambassador provide the Confidential Information to any third party. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Confidential Information of the Company to the Ambassador
2. In case of breach of any confidentiality obligations by the Ambassador, the Company shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
3. In addition to the obligations above, the Ambassador undertakes that he shall not under any circumstance, copy or duplicate any Customer information or use the Customer information for any other purpose other than providing the Service. The Customer information shall be viewed only on the Device.
4. The Company agrees that all personal information of the Ambassador which may be collected by the Company shall be used only for the purposes of this Agreement or furtherance of its obligations under the Agreement and the Ambassador consents to the same.

10. INDEMNITY

The Ambassador agrees to defend, indemnify and hold harmless the Company, and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, Customers, suppliers, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from the Ambassador’s access to, use of the Ambassador Application and associated software, the breach by the Ambassador of its obligations or warranties hereunder, violation of the terms of this Agreement or any fines or penalties imposed on the Ambassador during the discharge of Services in violation of any applicable laws or regulations, or any claim by the Customer against the Company for deficient, incorrect, or non-provision of Services, or any damage to or theft of the Vehicle or theft or any claims/issues caused by the Ambassador related to the fees paid by the Customer to the Ambassador for the Services availed, or violations of any rights of a third party, or any allegation thereof, including without limitation any Intellectual Property Rights, or privacy right; or the Ambassador’s negligence or willful misconduct. Indemnification obligation will survive the terms and conditions of this Agreement.

11. LIMITATION OF LIABILITIES

1. The Company shall not be responsible under this Agreement if the Ambassador Application or associated software is not used in accordance with its instructions or terms of this Agreement; or (ii) if a defect is caused by the Ambassador’s self-procured Device, or (iii) by interfacing third-party software not authorized by the Company.
2. In no event shall either Party be liable to the other, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, data, or revenues, goodwill or for any, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this Agreement.
3. c. The Parties explicitly agree that the maximum cumulative liability of the Company to the Ambassadors for all claims arising out of or under this Agreement shall be limited to an amount not exceeding INR 1000 (One Thousand Rupees).

12. REPRESENTATIONS AND WARRANTIES

1. Each Party hereby represents and warrants to each other that:
   1. the Parties have all requisite corporate power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
   2. the execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, applicable law, rule, regulation, any order or judicial pronouncement.
2. The Ambassador represents and warrants that:
   1. the Ambassador holds, complies and shall continue to hold a valid Indian driving license and comply with all permits, licenses and other governmental organizations necessary for conducting, carrying out the Services in particular;
   2. the Ambassador is aware of and in compliance with all applicable laws and regulations, including but not limited to the laws related to all local driving regulations and traffic laws, the operation of a transportation service and will comply with all such regulations and laws and shall be solely liable for violation of any such laws and regulations;
   3. the Ambassador will provide the Services in a competent, diligent and professional manner and to the best of its ability and skills;
   4. the Ambassador will abide by and comply with the relevant policies/guidelines and the directions/instructions provided by the Company from time to time;
   5. during the subsistence of this Agreement, he will not enter into any other contract or arrangement with any third party that will hamper, restrict or prohibit it from rendering Services under this Agreement;
   6. he will not edit in any way or misuse the Confidential Information or any other information provided by Company for the performance of its Services under this Agreement; and
   7. all information provided by the Ambassador including information provided towards the background checks is true, complete and accurate.
3. Except as expressly set forth in this Agreement, the Company makes no other warranties, representations and undertakings whatsoever concerning the Services, whether express or implied, including, without limitation, any implied warranty of merchantability, or fitness for a particular purpose, title and non-infringement.

13. TERM AND TERMINATION

1. This Agreement shall come into force on the Effective Date and shall be valid for a period of one (1) year unless terminated earlier by either Party
2. The Company shall have the right to terminate this Agreement without cause at any time by providing thirty (30) days prior written notice to the Ambassador.
3. The Company shall terminate this Agreement without notice if the Ambassador is in breach of any of the provisions of this Agreement including but not limited to confidentiality, indemnification, intellectual property rights and representations and warranties provisions.
4. Upon termination of the Agreement, the Ambassador shall return the copies of the Confidential Information (if any) and the Device provided by the Company in his possession to the Company.
5. The Ambassador shall immediately return and/or destroy (at Company’s sole discretion), any self-procured Device being used by the Ambassador in the course of Services or any Confidential Information, Data, Ambassador Application and associated software, materials or information contained in the Device, upon termination of the Agreement.

14. INSURANCE

Upon completion of 300 service bookings or 3 months from the Effective Date, whichever is earlier, the Ambassador(s) shall be covered by personal accident cover amounting to a sum of INR 1,00,000 (One Lakh) to cover any anticipated risks, damages and losses during the performance of the Services by the Ambassador. The provision of the insurance shall not in any manner be construed to mean that the Company assumes liability for the Ambassador’s personal safety in the provision of the Services.

15. MISCELLANEOUS

1. The Parties are independent contractors of one another and are contracting on a principal to principal basis, and this Agreement does not create an agency, employment, partnership or joint venture relationship between the Parties.
2. Neither this Agreement nor any of the rights and obligations created hereunder shall be assigned by the Ambassador without the prior written permission of the Company. It is expressly agreed that the Company will be permitted to assign or sub-contract its obligations under this Agreement without obtaining the prior permission of the Ambassador.
3. If any part of this Agree¬ment is determined to be void, inval¬id, or unen¬forceable by a court of compe¬tent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, such decision shall not affect any other provi¬sions of this Agreement, and the remainder of this Agreement shall be effective as though such void, in¬valid, inoperative or unen¬forceable provision had not been contained herein
4. Subject to section below, this Agreement shall be governed by and construed in accordance with laws of the Republic of India and the Parties hereby consent that any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the Bangalore courts for the purpose of enforcing any claim arising hereunder.
5. The disputes which may arise between the Parties arising out of or in connection with this Agreement which is not settled to the mutual satisfaction of the Parties within thirty (30) days or such longer period, as may be mutually agreed upon, shall be referred to arbitration by a panel of three (3) arbitrators, whose decision shall be final in all respects. The venue of the arbitration shall be Bangalore and the arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English.
6. Either Party’s failure to exercise any of its rights under this Agreement shall not constitute or be deemed to constitute a waiver or forfeiture of such rights.
7. Section 5 (Intellectual Property Rights), Section 4 (Prohibited Uses), Section 7 (Obligations of the Ambassador), Section 9 (Confidentiality), Section 10 (Indemnity), Section 11 (Limitation of Liabilities), Section 15 (d) (governing law) Section 15 (e) (Arbitration) shall survive the expiration or termination of this Agreement.
8. This is the entire Agreement between the Parties and supersedes all previous negotiations, representations by either Party on the subject matter thereof. No alteration, amendment or modification thereto shall be valid and binding upon them unless the same has been signed by both Parties.
9. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instruments.

This Agreement made on Date/Month/Year at Bengaluru between: ONB Technologies India Private Limited, a company incorporated under the Companies Act, 1956 and also having its registered office at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048 (hereinafter referred to as the “Company” which expression shall, unless contrary to the context or meaning thereof, be deemed to mean and include its successors in interest and permitted assigns) of the First Part; ONB Technologies India Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Sy no 73/1, 73/2, 74(p), 75(p),, md pura village, md pura, BANGALORE, Karnataka, India, 560048 (hereafter referred as “21North” which expression shall, unless it be repugnant to the subject or context hereof, include its successors entities and assigns);

AND

Name of Network Partner, a company incorporated under the Companies Act, [1956/2013] and having its registered office at Network Partner Registered Office Address (hereafter referred to as “Network Partner” which expression shall, unless repugnant to the context or meaning hereof is deemed to mean and include successor entities).

WHEREAS

1. 21North is in the business of providing assistance to auto dealerships and workshops using a software technology enabled platform for managing including but not limited to pick up and drop facility, chauffeur services and roadside assistance in relation to Vehicles of Users and provides other services in relation to the Vehicles.
2. Network Partner owns and/or manages a Service Center / showroom and is in the business of providing retailing, maintenance, replacement, body repair and other services in relation to Vehicles.
3. Network Partner desires to use the Platform to gain better access of to Users and receive other Services and agrees to abide the terms herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, 21North and the Network Partner agree as follows:

1. DEFINITIONS

1. “Ambassador” is an individual assigned by 21North for rendering 21N Driver Service;
2. “Business Day” means any day other than a Sunday, bank holiday or public holiday in Bangalore;
3. “Commercial Schedule” means the schedule of Fees and other commercial terms as set out in Schedule 1.
4. “Fees” means License Fees and /or Service Fees, as the context permits;
5. “Hosting Servers” means those servers, hardware and software resources used to host the Platform, User data or any other information as determined by 21North in its sole discretion;
6. “Intellectual Property Right” means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right or any other property rights that grant similar rights as the foregoing, whether registered or not;li>
7. “My Driver Option” means an option exercised by the User not to use 21N Driver Service and to transport the Vehicle himself/herself to the Service Center and back;
8. “Operating Guidelines” means the guidelines given by 21North as set out in Schedule 2 of this Agreement;
9. “Platform” is 21North’s technology enabled software platform through which Service Bookings can be submitted and Services be rendered;
10. “Services” means the capability provided by 21North to Network Partner to use the Platform in such manner as set out in Clause 3 hereof;
11. “Service Booking” means a request for Vehicle Services which is registered on the Platform;
12. “Service Center” means the address out of which the Network Partner provides Vehicle Services to Users;
13. “Vehicle Services” means the services provided by the Network Partner to the Users in relation to the Vehicles including maintenance of Vehicles, mechanical repair, body repair, tyre replacement, glass repair/replacement, any other service requested by the User;
14. “User” refers to the individual or a company for whom Network Partner have completed the Service Booking or who completes the Service Booking on the Platform and receives Vehicle Services provided by the Network Partner;
15. “Vehicle” means a private passenger or commercial motor vehicle belonging to the User;
16. “21N Driver Service” means transportation by a self-driving Ambassador of a Vehicle from an address notified by the User to the Service Center or from a Service Center to an address notified by the User;

2. Scope of License

1. In consideration of the Network Partner paying Fees as specified herein, and subject to the terms of this Agreement, 21North hereby grants the Network Partner a non-exclusive, limited, revocable, non-transferable, non-assignable, royalty-free right and license to use the Platform for the purposes as set out herein. The Parties acknowledge that the User will interface with 21North and the Network Partner in the manner as set out in Schedule -2 (Operating Guidelines).
2. The Platform shall only be made available on a fully hosted basis and nothing herein shall permit the Network Partner to have any other access to it. 21North shall host the Platform on the Hosting Servers in a manner it deems sufficient to meet its obligations under this Agreement.
3. All Intellectual Property Rights in the Platform shall vest in 21North and any other rights not expressly granted are hereby reserved by 21North.

3. Scope of Services

1. The Services will allow the Network Partner to create new Service Bookings where Users directly approach the Network Partner for Vehicle Services and accept Service Bookings that are submitted by the Users on 21North platform directly by the Users as well as.
2. 21North shall assign Ambassador(s) to execute pick up and drop facility. 21North shall not be responsible for any liability that may arise in relation to the Vehicles except any material damage to the Vehicle when it was in possession of an Ambassador. However the total liability of 21North shall not exceed the lesser of, on actual cost (net dealer price) basis to the Network Partner (i) the difference in the actual expenses incurred towards remedying the said damage and the insurance proceeds claim under the Vehicle’s comprehensive insurance policy and (ii) INR 10,000 (Rupees Ten Thousand Only). Where the Vehicle is not covered under comprehensive insurance, then the amount that is generally payable under a comprehensive insurance cover shall be assumed towards (i) above. In case the claim is disallowed by the insurer due to gross negligence of the Ambassador, like intoxication or invalid driving license, 21North shall bear the total liability towards reinstating the vehicle. Illustratively, 21North shall not be liable if any claim arises due to any issue in registration, road tax payment, past penalties etc. of the Vehicle. 21North’s responsibility in relation to a Vehicle shall terminate upon handover of the keys to the Service Center or the User as the case may be. Except as set out in this Clause 3.2, 21North shall have no other liability in relation to the Vehicles.
3. The Services allow the Network Partner to (i) create Service Bookings, (ii) initiate stock yard transfer, (iii) set up test drive and road side assistance requirements, (iv) verify Vehicle details via registration number, (v) manage and review Service Bookings (including schedule) and access such other information about the Service Bookings as prescribed therein, (vi) create access accounts for Network Partner’s service manager, service advisors, (vii) access details of Ambassador including name, photograph and real time location, (vii) view reports performance of User relationship executives and service advisors (viii) view management information system for Service Center and (ix) access such other information about performance and capacity utilization of the Service Center.
4. 21North shall collect amounts payable under an invoice for Vehicle Services directly from the Users. Network Partner agrees that it shall in relation to all the Users, authorize 21North to collect the outstanding amount and must communicate the User of such authorization. 21North shall rely on the invoice uploaded and the invoice amount entered by the Network Partner on the Platform for this purpose and shall be liable to collect only the amount entered on the Platform. 21North’s obligation to collect the outstanding amount shall be discharged once it receives (whether by cash or credit in its bank account) such amount (“Collection”) that appear as invoice amount on the Platform. Any delay in payment by 21North, except due to delayed payment by User, beyond the period set out herein shall be subject to a late payment interest of 18% (eighteen percent) per annum. If any User disputes an invoice, 21North’s responsibility shall be to communicate it to the Network Partner.
5. 21North will address all general questions including in relation to invoicing and payment raised by Network Partner within 2 (two) Business Days of query being raised.

4. Network Partner’s Obligations

1. Network Partner undertakes to provide Vehicle Services in accordance with the terms and conditions offered by the original equipment manufacturer or 21North (as the case may be) to Users as well as the Operating Guidelines and the Service Charter.
2. Network Partner shall assign appropriate representative(s) (“Service Advisor”) to render the Vehicle Services and will not act in any manner that is detrimental to 21North’s reputation or brand image.
3. The Network Partner shall submit on the Platform, information and details (including contact details, location etc.) of the Service Center and the assigned representatives as prescribed therein. The Network Partner shall also input the completion status of the Vehicle Services in the Platform so that it can be accessed by the Users.
4. In case of a Service Booking made on 21North platform by the User directly, the Network Partner shall only release the Vehicle to a User (where User opts for My Driver Option) once the payment from the User is shown as received on the Platform or upon a written confirmation from 21North of having received the Collection.
5. The Network Partner acknowledges that the User has the ability to assess the Vehicle Services through a rating/other similar measurement system provided on the Platform. The Network Partner further acknowledges that the aggregate rating/assessment provided by the Users shall be visible to any person that accesses the Platform to initiate a Service Booking.
6. The Network Partner shall not refuse to provide Vehicle Services to any User unless incapacitated by any force majeure event in which case the Service Booking may be directed to an alternative network partner service center with consent of the Network Partner else Vehicle will be returned to the User.

5. Payment

1. The Network Partner is liable to pay 21North fees for use of Platform (“License Fees”) as set out in the Commercial Schedule.
2. The Network Partner is liable to pay other fees towards the Services (“Services fee”) as set out in the Commercial Schedule.
3. The Parties agree that the Fees shall be deducted by 21North from the Collection. The amount of Collection remaining after deduction of the Fees and other charges towards any discount/payout/charges shall be remitted to the Network Partner. In case there are outstanding Fees or any other sum payable by the Network Partner to 21North but no outstanding Collection, the Parties agree that such outstanding amount shall be adjusted by 21North on future payable to the Network Partner or be payable to 21North by Network Partner within 7(seven) days of its notification by 21North. There shall be no change in the Service Fee in such cases also.
4. The Network Partner agrees that it shall not authorize or enter in to an arrangement with the Users that allow/envisage the Users paying the Fees directly to it or in any other payment mechanism that is not in accordance with Clause 3.4 unless in a reasonably unavoidable circumstance.
5. In case of any Repeat Services, Service fee will be levied on the repeat service too in accordance with the payment terms for Repeat Service Fee set out in the Commercial Schedule.
6. The Parties agree that prior to expiry of 30 (thirty) days of each anniversary of the Effective Date, they will convene and agree upon any changes if any to this Clause 5 and the Commercial Schedule.

6. Disclaimers and Exclusions

1. 21North does not represent that the Platform will be uninterruptedly available or be error free.
2. 21North enables Users to create Service Bookings on the Platform.
3. The Parties expressly agree and understand that the Vehicle Services are executed by Network Partner pursuant to an independent arrangement between User and the Network Partner. 21North acts in the capacity of a facilitator and has no responsibility towards rendering of Vehicle Services and payment therefor.
4. The Network Partner expressly agrees that it is solely liable for rendering of the Vehicle Services and for any complaint or grievance of the Users therefor. The Network Partner also acknowledges that it is the sole liability of the Users to make payments towards the Vehicle Services. The Network Partner expressly agrees that it shall not make 21North a party to or liable in any manner with respect to any dispute pertaining to the Vehicle Services.
5. The Network Partner acknowledges that the Ambassadors are authorized to drive private use Vehicles only. The Network Partner agrees not to use or assign the Ambassadors to render 21N Driver Service for Vehicles meant for commercial use and in case it does so it shall be solely liable for all consequences arising therefrom.

7. Confidentiality

1. Each Party (“Receiving Party”) shall not disclose to any person (other than its employees and representatives who have a need to know) any information (“Confidential Information”) that it receives from the other Party (“Disclosing Party”) including information about the Disclosing Party’s business, operations, service models, customers, business partners or such other information that is reasonably deemed to be commercially sensitive without the prior written consent of the Disclosing Party.
2. The restriction set out in Clause 7.1 above shall not apply to Confidential Information that is (i) available freely in public domain without breach by the Receiving Party of its obligations under Clause 7.1 or (ii) made available to the Receiving Party by a third party independent of this Agreement and is not subject to any confidentiality restrictions or (iii) required to be submitted to any governmental or judicial authority in accordance with due process of law provided that the Receiving Party provides the Disclosing Party sufficient notice and opportunity to defend such action.

8. Representations and Warranties

1. Both Parties represent and warrant to the other that it is duly authorized and has the requisite power and capacity to enter in to this Agreement and to undertake the transactions contemplated herein.
2. e Network Partner represents and warrants that:
   1. The Vehicle Services will be performed in accordance with specifications set out by the Users and in a proper, workmanlike and professional manner in accordance with standards applicable to similar service providers;
   2. Vehicle Services will be provided using manufacturer approved parts only;
   3. It has robust security measures in place to ensure that the Vehicle or any of its parts are protected from theft or such other damage.

9. Indemnity

1. 21North agrees to defend, indemnify and hold harmless the Network Partner from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) brought against the Network Partner by third parties alleging that the Network Partner’s use of the Platform infringes such third party’s intellectual property rights. Such indemnity shall not apply if the alleged infringement arises due to any act or omission of the Network Partner or due to any violation of this Agreement.
2. Network Partner agrees to defend, indemnify and hold harmless 21North from and against any and all claims (including claims by Users), actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from Network Partner’s violation of this Agreement or any applicable laws or regulations.
3. The indemnified Party under this Clause 9 shall promptly notify the indemnifying Party in writing of any claim that is subject to indemnification and the indemnifying Party shall have sole control of the defence and any settlement of such claim.

10. Limitation of Liability:

1. 21North shall not be responsible under this Agreement if the Platform is not used in accordance with its instructions; or (ii) if a defect is caused by the Network Partner’s computing environment, or (iii) by interfacing third-party software not authorized by 21North.
2. In no event shall either Party be liable to the other, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, data, or revenues, goodwill or for any, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of this Agreement.
3. The total, aggregate amount that Network Partner or any party claiming through it can recover from the 21North and its affiliates, for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) shall in no event exceed an amount equal to the Fees paid in the preceding 1 (one) month of the date when the claim is made.

11. Term and Termination:

1. This Agreement shall take effect from the Effective Date for a minimum period of 1 (one) year and thereafter will auto renew every year until either Party gives to the other not less than 1 (one) calendar months’ notice in writing to terminate the Agreement.
2. If either Party commits a material breach of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days of receipt of a written notice thereof from the non-breaching Party, or such material breach is incapable of remedy then the non-breaching Party may terminate this Agreement forthwith by providing a written notice to the breaching Party.
3. 21North shall be entitled to terminate this Agreement if the Network Partner is subject to any bankruptcy or insolvency proceedings or is unable to pay its creditors.

12. Miscellaneous:

1. This Agreement does not constitute, or be deemed to constitute partnership, association, joint venture or agency between the Parties or create any obligations on the part of either Party to deal exclusively with the other Party.
2. This Agreement shall be governed by and construed in accordance with laws of India. The Parties agree that all disputes arising out of this Agreement shall be subject to exclusive jurisdiction of competent courts in Bangalore, India.
3. Network Partner shall not assign its rights or delegate its duties under this Agreement without prior written consent of 21North. 21North may assign its rights or delegate its duties under this Agreement.
4. This Agreement and Schedules hereto comprise the entire agreement between the Parties in respect to the subject matter of this Agreement and supersede all previous understandings between the Parties in this respect, whether written or oral.
5. If a provision of this Agreement is or becomes illegal, invalid or unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement.
6. This Agreement can be amended only if both Parties agree to amend it in writing.
7. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of this Agreement.
8. 12.9 This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original.

II. Payment & User Invoicing Terms:

• All invoices shall be in the name of User and be submitted on the Platform.
• The invoice issued to the User shall include the following:
  • User Name, Address, Odometer reading and Vehicle Registration Number
  • Date when work was completed
  • Description of work completed and parts used
  • Service Center Name, Address and PAN No.
  • Taxes as applicable must be applied against appropriate charges only.
• Invoice shall be uploaded on the Platform, at least fifteen (45) minutes before completion of the Vehicle Service.
• 21North shall update the Platform on a biweekly basis to reflect the payments made to the Network Partners with respect to Vehicle Services rendered to the respective User(s).
• 21N Driver Service charges shall be two times the charges stated herein if the distance between User location and Service Center is more than 25kms.
• The Collections (subject to the deductions as set out under Clause 5 hereof) made shall be remitted by 21North to Network Partner on a biweekly Business Day of the week.
• In event of Cancellation of Service Booking or no show by Network Partner, a no show fee as mentioned in commercial proposal shall be charged by 21North.
• Network Partner should liaise with the respective relationship manager at 21North to verify any query or issue with respect to any invoice or payment of it.

III. Volume

Rebate Network Partner shall be entitled to a volume based rebate on invoices, credited to designated bank account by 5th working day of every month, depending on the volume of Users availing Vehicle Services at Network Partner’s Service Center by making Service Bookings on the Platform. The amount of the rebate shall be reckoned as mentioned in the commercial proposal.