(Before applying, please read the detailed terms of the Launch Partner Program carefully)
1.1. "Wellnessta" means Wellnessta Private Limited, a corporation organised under the Companies Act; authorised to carry on business in India to carry on the business of providing all types of e-commerce services including providing cloud software, buying and selling of solutions and options and related consultancy services either directly or indirectly or through brokers or licensees and also providing franchising and management services, publishing content online, print or any medium in India or outside India either singly or jointly or in Partnership with any person(s) or Body corporate or partnership firm.
1.2. “Wellnessta Platform” (which includes any of Wellnessta’s websites and mobile applications.
1.3. Third Party Merchants (“TPM”) includes affiliates of Wellnessta and Service Providers which are enabled to list goods or provide services through Wellnessta Platform to Wellnessta Members and also includes owners/ authorized person of an outlet, a wellness center, or a wellness service provider such as a Beauty Salon, Spa, Gym & Fitness, Ayurvedic Massage, Meditation, Yoga, Wellness Service Provider and/ or a Naturopathy Center etc.
Wellnessta ("Wellnessta," "we," "our," "us") is an online service that provides users with recommendations for Beauty Salon, Spa, Gym & Fitness, Ayurveda Massage, Wellness Packages, Yoga, Naturopathy Services, Meditation Centers and lots more. The Wellnessta Platform, and related applications are part of the Wellnessta®, which is owned and operated by M/s Wellnessta Private Limited. The Terms constitute an agreement between the “Partner / TPM” accepting these Terms (“you”, “your” or “Partner”) and Wellnessta.
By accessing the Wellnessta Platform and by applying to buy the Launch Partner Program subscription, you acknowledge that you have read understood this policy and the information collection and handling practices outlined in it. These Terms & Conditions (including any modifications, exhibits, and supplements, the “Terms”) contain the terms and conditions that govern your participation in the Wellnessta Launch Partner Program (the “Program”). These Terms shall apply to Partner’s participation in and receipt of benefits under the Program.
2. APPLICATION AND ACCEPTANCE
2.1. You must submit a complete and accurate program application through Wellnessta Platform to join the Program. Acceptance to the Program and your assignment to membership levels within the Program are determined by Wellnessta. These Terms do not authorize you to purchase products and services directly from Wellnessta. This Program and your participation in the Program are non-exclusive. If your application is approved, these Terms take effect when you provide electronic consent to these Terms or, if earlier, on the effective date of the Program (the “Effective Date”). By providing an application to join the Program, you represent to us:
2.1.1. that you have legal authority to bind Partner to these Terms, and
2.1.2. if any of your Affiliates (as defined herein) receives benefits under the Program, you will be responsible for such Affiliate’s compliance with these Terms. If you are accepted into the Program, you are eligible to receive benefits described in Section 6. An “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, another entity.
2.2. The Program is applicable only for single outlet owners. However, those with multiple outlets are required to contact Wellnessta directly to assess their eligibility.
2.3. The Partner program is part of Wellnessta launch in India and will close on 31st July 2021 or upon enrolment of 1,000 Partners, whichever earlier.
3. PARTNER ACCESS
3.1. As a Partner who is accepted into or participates as part of the Program, you may receive access to portions of the Wellnessta Platform that are not generally available to the public. You may receive access to information, materials, and tools pertaining to Wellnessta, Wellnessta Affiliates, the Program, products, software, and services or a combination of both (“Products” or “Solutions”) offered by Wellnessta, and Personal Information (as defined herein) (collectively, the “Information”).
3.2. Wellnessta grants you a limited, non-exclusive, non-transferable, non-sublicensable license, as long as you are participating as part of the Program under these Terms, to access and use the Wellnessta Platform and Information solely in accordance with these Terms.
4.1. The Partner / TPM can select the option to pay the entire sum or in parts as may be specified on the Wellnessta Platform. Wellnessta reserves the right to change the fees and the same shall be available on the Wellnessta Platform.
4.2. The fees if paid in parts are to be paid on monthly basis in three (3) consecutive months or as may be defined and stated on the Wellnessta Platform.
5. CANCELLATION AND REFUNDS
5.1. A Partner can cancel the subscription to the Program anytime within three (3) months of signing up for the program.
5.2. The Partner will be entitled to a complete refund within the span of three (3) months. In case, the Partner fails to cancel before next payment date and also fails to pay the monthly balance amount in time, then ninety percent (90%) money will be refunded on request.
5.3. No refund shall be provided upon expiry of the aforementioned three (3) month period for any reasons whatsoever. No requests for cancellation / refund shall be entertained upon lapse of the said period.
6.1. The Partner shall be entitled free usage of Gold Subscription for five (5) years, the subscription of which starts from April 1, 2021 or date of approval of your subscription for program; whichever later.
6.2. Credit Points worth Rupees Twelve Thousand (Rs. 12,000) each year for five (5) years an aggregate of Rupees Sixty Thousand (Rs. 60,000/-) worth Credit Points for redemption against add-on Wellnessta Marketing Services effective from July 1, 2021.
6.3. Your Outlet Listing on Wellnessta will be promoted through Location-based Google Advertising on a monthly basis for a period of twelve (12) months, worth Rupees Ten Thousand (Rs. 10,000) each month having a total value Rupees One Lakh Twenty Thousand (Rs. 1,20,000). Any unutilised amount due to target based spent in a particular month will get added to the subsequent month's media spent budget. You shall be provided a monthly campaign report. The campaign shall be effective from July 1, 2021.
6.4. All the features of the software and its update shall be free for initial five (5) years.
7. PARTNER PROGRAM ADMINISTRATION
7.1. If you are eligible to participate in an Associated Program or other program offered to you by Wellnessta under these Terms, during the period these Terms are in effect, you will maintain legible, accurate and complete books and records concerning these Terms and your activities regarding your participation in such program.
7.2. Upon Wellnessta’s request, you will cooperate with Wellnessta and assist Wellnessta with any audit, review, or investigation (“Review”) relating to an Associated Program or other program offered under these Terms, and in which you participate, in accordance with the terms that may be available at the Wellnessta Platform.
7.3. Wellnessta is not obligated to offer programs to Partner and Wellnessta may deny any claim for an Associated Program offered under these Terms that it believes, in its sole discretion, does not conform to these Terms or the Associated Program Terms.
7.4 Wellnessta shall have the right to recoup and offset any amounts payable to Partner under the Program against any amounts that Wellnessta determines Partner owes to Wellnessta.
8.1. Confidential Information.
8.1.1. You may have access to or be exposed to (through the Wellnessta Platform or other means) Information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, website based, or other forms (collectively, “Confidential Information”).
8.1.2. You will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of these Terms, using at least the same degree of care as you use to protect your own confidential information, but no less than reasonable care.
8.1.3. Notwithstanding anything to the contrary in these Terms, your confidentiality obligations with respect to Personal Information and trade secrets of Wellnessta or Wellnessta’s Affiliate shall never expire (in the case of trade secrets of Wellnessta, trade secrets shall remain confidential as long as these remain trade secrets).
8.1.4. You may only use the Confidential Information in furtherance of your performance under these Terms. The Confidential Information may only be disclosed to your employees, affiliates, or consultants who have at least an equivalent confidentiality obligation as set out in this Section, and who have a genuine need to know such Confidential Information for your performance under these Terms.
8.1.5. You agree to not: (i) divulge any Confidential Information or any information derived therefrom to any third person; (ii) make any use whatsoever at any time of any Confidential Information except as expressly permitted hereunder; (iii) reverse engineer, disassemble, or decompile any software, or other tangible objects that embody the Confidential Information; (iv) copy the Confidential Information, except as required to accomplish the intent of these Terms; and (v) reproduce the Confidential Information without including all of the original confidentiality or proprietary rights notices or legends, if any.
8.1.6. These confidentiality obligations do not apply to any Confidential Information that: (a) you can demonstrate was in your possession before your receipt from Wellnessta; (b) is or becomes publicly available through no fault by you; or (c) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any Confidential Information, you agree to give Wellnessta reasonable notice in advance. You acknowledge that damages for improper disclosure of Confidential Information may be irreparable and that Wellnessta shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.
8.2. Personal Information.
8.2.1. You represent that you have permission from all of the applicable individuals to use and disclose Personal Information and you hereby grant Wellnessta permission to use and disclose such Personal Information for the purposes of conducting the Program and any programs in accordance with these Terms and any applicable laws.
8.2.2. As used in these Terms, the term “Personal Information” means any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to your employees’ names and contact information.
8.3.2. You agree on behalf of yourself and behalf of each User that Wellnessta may send communications to you and your Users in relation to this Program. If you or a User no longer wishes to receive our communications, you or the User may opt-out of receiving them by following the instructions included in each communication (if applicable); by emailing us at email@example.com; or by contacting us through the Wellnessta Platform.
Each of Wellnessta and you shall be responsible for its own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these Terms.
10.1. You may not assign these Terms or any of your rights under the Program or these Terms, nor delegate any of your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner without Wellnessta’s prior written consent.
10.2. Any attempted assignment, sub-license, or transfer in violation of the foregoing shall be null and void. Any successor to your company in a corporate transaction may apply as a new partner under these Terms.
11. INDEPENDENT CONTRACTORS
You and Wellnessta are independent contractors and shall have no authority to bind the other. Neither these Terms nor your participation in the Program shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party.
12. LIMITATION OF LIABILITY
12.1. Nothing in these terms and conditions shall exclude or limit any person's liability for death or personal injury caused by its negligence, or any person's liability for fraud.
12.2. Subject to the above, neither we nor any of our agents, licensors or delegates or our or their directors, officers or employees will be liable for any losses incurred or suffered by you, directly or indirectly in connection with:
12.2.1. materials provided to or by or on behalf of Wellnessta being corrupted or inaccurate;
12.2.2. the Partner being unable for whatever reason to access or use the Wellnessta site or services;
12.2.3. benefits, goods or services provided by Wellnessta;
12.2.4. any acts or omissions by Wellnessta, any other Partners/ TPM, or their personnel; or Wellnessta, or other Partners/ TPM, acting on materials or communications which purport to have been made by or on behalf of the Partner/ TPM but which have been created or sent by (i) a third party purporting to act in the Partner’s/ TPM’s name, or (ii) a person who has lawful access to the services but who exceeds his authority, regardless of whether such losses arise in contract, tort, negligence, breach of statutory duty or otherwise.
12.3. Further, neither Wellnessta nor any of Wellnessta's agents, licensors or delegates or its or their directors, officers or employees will be liable for any indirect or consequential losses incurred or suffered by the Partner, whether or not those losses are foreseeable.
12.4. The total aggregate liability of Wellnessta to the Partner for all losses arising out of or in connection with these terms and conditions, the site and the services (whether such losses arise in contract, tort, negligence, breach of statutory duty or otherwise) shall not exceed the amount of any fees received from the Partner.
12.5. Except as specified in these terms and conditions, all express or implied conditions, terms, representations or warranties (whether implied by statute or otherwise) are hereby excluded to the maximum extent permitted by law.
12.6. These terms and conditions do not and shall not affect a Partner’s statutory rights as a consumer.
13. INTELLECTUAL PROPERTY RIGHTS
Partners hereby agree, declare and confirm that the goodwill, trademark, design, logo, website, webpage and all intellectual property and other rights in the Trade Name/ Trade Description/ Mark/s belong and shall continue to belong absolutely to and vest and shall continue to vest absolutely in Wellnessta and the Partners shall not have or claim and shall not at any time in future have or claim any right, title or interest therein.
14. DISPUTE RESOLUTION AND ARBITRATION
Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. All disputes arising out of this Program shall be referred to arbitration under Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be referred to a sole arbitrator who is on the panel of the Indian Merchant Chamber. The venue of Arbitration will be Mumbai and the language of the proceedings shall be English.
15. GOVERNING LAWS AND JURISDICTION
These Terms and Conditions are governed by and is to be construed in accordance with the laws of the Republic of India. The Courts in Mumbai shall have exclusive jurisdiction.