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Terms of Service of eZpedal Rideshare

This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures. By accessing and using the Company Platform (as defined below) and Services (as defined below), you are agreeing to these terms of service (here in after referred to as "Terms of Service" or "ToS") and concluding a legally binding contract with PreVai Technologies Private Limited (here in after referred to as "Company" or "We" or "Us" or "Our" as the context may require and permit).

For the purpose of this ToS (as defined below), the Company and you may individually be referred to as a "Party" and collectively as "Parties".

Company has developed a proprietary platform, namely Ezpedal ("Company Platform"), which [EZPEDAL is India's first ride-sharing company offering European-built standards to the citizens of Pune. They provide seamless first-mile to last-mile connectivity solutions, encouraging users to pedal rather than rely solely on throttles. Their services cater to all demographics, promoting a fun and cool way to ride. EZPEDAL offers options to rent or buy pedelecs (pedal-assisted electric bicycles) and provides advertising opportunities on their pedelecs, LED charging stations, and within residential or office spaces.] (to be referred to as "Services").

The Company provides Services through a webapp and/or mobile application wherein the access to the Company Platform is given to the Customer in order to provide them with Services.

We request you to carefully read through these ToS prior to using the Company Platform and Services. If you access and continue to browse, use the Company Platform or the website hosting the Company Platform or the Services, you irrevocably and unconditionally are agreeing to comply with, abide by and be bound by all the obligations as stipulated in this ToS and our privacy policy, available at [eZpedal.in] and any other applicable policies referred to herein or made available on the Company Platform.

These ToS not only apply to the Company Platform, but any such other platform, application, or website through which the Services are rendered to you by the Company.

If you do not agree to be bound by all the conditions/terms enlisted in this ToS please refrain from using the Platform and the Services.

UPDATION OF TOS

Your use of the Company Platform and the Services is subject to your adherence and compliance with these ToS, which may be updated, amended, modified or revised by the Company from time to time with or without notice to you. Your continued use of the Company Platform and the Services on and after any update, amendment, modification or revision shall mean your agreement with the same. It is important for you to refer to these ToS from time to time to make sure that you are aware of any revisions, amendments or modifications.

DEFINITIONS

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify a person's identity and authorization to access and use the Company Platform, as the case maybe.

"Applicable Law" shall mean all laws, statutes, regulations, bye-laws, binding codes of conduct and guidelines, whether local, national, international or otherwise existing from time to time which are applicable to the person, act or activity in question.

"Authorized Users" means all users authorized to use the Company Platform and Services by providing them Access Credentials to access the Platform.

"Confidential Information" shall mean all information (whether in written, oral, or electronic or other format) which relates to the technical, financial and business affairs, customers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how and personnel of each Party and its affiliates which is disclosed to or otherwise learned by the other Party in the course of or in connection with the ToS and Services provided, that the discloser of such information treats such information as confidential and a reasonable person would consider such information to be confidential based upon the nature of the information.

"Customer Data" shall mean all the data regarding your usage of the Company Platform, products, services or any data relating to Customer Platform provided by you for enabling the Company to provide the Services under this Terms of Service.

"Effective Date" shall mean the date on which access to Company Platform is provided to you by the Company to avail Services.

"End Users" shall mean the users of the Company Platform.

"End User Data" means the personally identifiable information/data inputted by the End User on the Customer Platform and shared by you with the Company under this Terms of Service.

"Intellectual Property Rights" means any and all intellectual property rights whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights and copyrightable works (including computer programs) and rights in data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection.

"Subscription Order" shall mean isolated usage of the Services by the End User on a per usage basis, i.e. each time an End User uses the Services provided by the Company, that single usage will be termed as Subscription Order.

SERVICES

The Company shall provide you the Services in accordance with ToS. The particulars of the Services shall be detailed and specified in the user account in the Company Platform. Your usage of the Platform shall be subject to and shall be governed by the terms and conditions of this Terms of Service. and will include (i) the particulars of the Services being provided, (ii) the compensation and billing method for the Services or Fees; and (iii) any other applicable terms and conditions as may be agreed between the Parties specific to the Services.

GRANT OF LICENSE, RESTRICTIONS AND LIMITATIONS

Grant of license by the Company

Subject to your continuing compliance with the terms and conditions of this Terms of Service, the Company hereby grants you, a limited, non-exclusive, non-transferrable, non-sublicensable, non- assignable, revocable and royalty free license to use and access the Company Platform for the limited purpose of availing the Services.

Grant of license by the User

Subject to Company's continuing compliance with the terms and conditions of this ToS, the User hereby grants the Company, a limited, non-exclusive, non-transferable, non-sublicensable, non- assignable, revocable and royalty free license to use and access the, Customer Data and any other information/data sets as may be required the Company for provision of Services through Company Platform.

Restrictions and Limitation in relation to License

Your use of the Company Platform as contemplated under this Terms of Service shall be subject to the following conditions:

  1. You will not copy, use or re-use any part of the Company Platform in a manner that is outside the scope of the license granted under this Terms of Service. You shall not:

    (a) attempt to copy, duplicate, modify, create derivative works from or distribute, sublicense, assign, publish, transfer or otherwise make the Company Platform or the Services available to any third party, all or any portion of the Company Platform except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties;

    (b) copy, modify or create derivative works or improvements of the Company Platforms;

    (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source or object code of the Company Platform or, in whole or in part;

    (d) bypass or breach any security device or protection used by the Company to protect the Company's Platform or access or use the dashboard of the Company Platform other than by an authorized account through the use of valid Access Credentials;

    (e) transfer, temporarily or permanently, any of its rights under this Terms of Service;

    (f) sub-license, license, sell, rent loan, give or otherwise distribute all or any part of the Company Platform and/ or the Services to any third party including your affiliates;

    (g) use the Company Platform in any manner that does or could potentially undermine the security of the Company Platform and the Services;

    (h) use the Company Platform and the Services in a manner that disparages or may be perceived to cause any reputational harm to the Company or is defamatory, libelous, obscene, hateful or which may qualify as sedition or otherwise offensive;

    (i) use the Company Platform and/or the Services for the purpose of distributing unsolicited commercial communications, advertisements, promotions or messages.

  2. You shall use reasonable endeavors to prevent any unauthorized access to, or use of, the Platform and notify the Company promptly of any such unauthorized access or use.

SERVICE LEVEL

The Services shall be available 99.9% of the time, measured monthly, and includes scheduled maintenance. If you request services during these hours of uptime of Service, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under the ToS.

Support Services.

The Company will provide technical support to the Customer via telephone, electronic mail, and live- chat support on Indian weekdays (Monday – Friday) during the hours [9:00 am to 7:00 pm], with the exclusion of national holidays as indicated under the Applicable Laws ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by reaching out to the named Customer success manager or by emailing [support@ezpedal.in].

USE OF THE PLATFORM

The Company will provide You with Access Credentials to access and use the Company Platform, and you hereby agree and acknowledge that only You shall use and access the Company Platform only by using the Access Credentials. It is your responsibility and obligation to safeguard the Access Credentials and not allow any third party to access and use the Company Platform. You may, through the Company Platform access the Services being provided by the Company.

The Company reserves all the rights to modify and alter the Company Platform provided to you without taking a prior approval from you. The Company will ensure that such modification will not directly or indirectly hinder or adversely affect the Services being provided to you.

DATA

You grant the Company a limited, worldwide, transferable (limited as indicated herein), non- exclusive, sublicensable (limited as indicated herein), royalty-free license during the Term to use, reproduce, electronically distribute, transmit, perform functions on, display, store, archive, and make derivative works of the Data solely in order to enable the Company to make the Company Platform and Service available for your use pursuant to this Terms of Service and the Subscription Order.

Notwithstanding anything to the contrary, Company may collect, aggregate and analyze the Data to improve and enhance the Services and for any such other purposes which may be beneficial for the Services. The Company shall solely disclose the Data in an aggregated and in personally unidentifiable form.

You hereby agree and acknowledge that the Services provided by the Company under this Terms of Service and the Subscription Order are directly related and dependent on the Data provided by you or the Data received by the Company through Customer. You shall be solely liable for (i) the accuracy, quality, content, legality and use of the Data, including the means by which you have acquired and transferred such Data to the Company; and (ii) compliance with any Applicable Law.

During the Term, you will remain the owner of the Data. Company hereby agrees and acknowledges that any rights, titles and interest, including any Intellectual Property Rights in and to the Data, shall solely vest with you.

You acknowledge that the responsibility for all the Data provided by you to the Company for provision of Services, shall be your sole and exclusive responsibility including but not limited to in case of data breaches, hacks, DOS (denial of services) attacks, trojan or malware issues or any other kind of cyber threats or attacks caused at your end and not due to the fault of the Company.

The Company will use reasonable efforts to maintain the privacy and confidentiality of the End User Data and will put in place reasonable safeguard and system for the same including physical, technical, administrative, and organizational safeguards and in doing so, shall observe compliance with Applicable Laws.

YOUR OBLIGATIONS

You shall provide the Company with:

  1. all necessary co-operation required by the Company to fulfill its obligations under this Terms of Service and the Subscription Order;
  2. all necessary access to such information as may be required by the Company to provide the Services, including but not limited to providing the Data; and
  3. such personnel assistance as may be reasonably requested by the Company from time to time.

You shall:

  1. comply with all Applicable Laws in connection with your use of the Company Platform and the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. You acknowledge that the Company exercises no control over the content of the information and Data transmitted by you including but not limited to through the Customer platform;
  2. not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such rights; and
  3. carry out its responsibilities under this Terms of Service and the Subscription Order in a timely and efficient manner.
  4. use hardware and computer devices which are optimal and compatible for the use of the Company's Platform and the Services.

PERFORMANCE OF THE PLATFORM

The Company warrants you that during the Term the Company Platform and the Services will operate and perform substantially in accordance with this Terms of Service, but the Company does not warrant that the Company Platform will be error-free at all times during the Term.

Notwithstanding the foregoing, the Company shall not be responsible for any defect or error (i) occurring due to reasons which are not under control of the Company, and (ii) not reported to the Company or for any defect or error in the Company Platform due to modification or misuse of the Company Platform by you and/ or your Authorized Users and/or any third parties who get access to the Company's Platform through you.

The Company shall not be liable, and you shall not raise a claim on the Company, for any amounts, losses or liability(ies) incurred by you on account of any defects, bugs or errors in the Company's Platform and/or the software, tools and materials used for the performance of Services or development of the Company's Platform or for any technical lapse or security breach in the integration mode.

The Customer agrees that the Data collected under this ToS shall be received, collected, processed and stored in accordance with the Company's privacy policy and Applicable Laws.

The Customer acknowledges that the integration mode and the internet connectivity is susceptible to downtime due to technical or other reasons beyond the reasonable control of the Company. The Company shall undertake all reasonable steps to re-provide the Services at the earliest, however the Company shall not be liable for any such defect to the Customer.

UPGRADES AND CUSTOMIZATION

During the Term, the Company shall provide you with copies of all new versions, updates, and upgrades of existing modules of the Company Platform and the Services (collectively, "Upgrades"), without an additional charge, promptly after commercial release of the Upgrade. Upon delivery to you, Upgrades will become part of the Company Platform and the Services and will be subject to this Terms of Service as maybe applicable.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that you do not own any Intellectual Property Rights in the Company Platform and the Services. Except as expressly stated under this Terms of Service, the Company does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Company Platform, Services or any ancillary software, services or documents provided by the Company as part of the Services to you.

REPRESENTATION AND WARRANTIES

Each Party hereunder represents, warrants and covenants to the other Party as follows:

  1. It has the full right and legal authority to enter into and fully perform this Terms of Service;
  2. It has the right to disclose to the other Party all information transmitted to other Party by it or on its behalf in the performance of the Services; and
  3. There is no proceeding pending or, to the knowledge of the Party, threatened that challenges or could reasonably be expected to have a material adverse effect on this Terms of Service or the Subscription Order or the ability of the Party to perform and fulfil its obligations under this Terms of Service and the Subscription Order.

FEES AND PAYMENTS

You shall pay to the Company a fee for the Services provided and the license to use the Company Platform granted by the Company to you under this Terms of Service and the Subscription Order ("Fees"). You shall pay the Company Fees as detailed under your respective Subscription Order.

Fees payable to the Company must be paid by you in accordance with your respective Subscription Order.

The Fees payable by you to the Company is exclusive of the applicable taxes under the Applicable Laws. You shall be liable to pay any applicable taxes under the Applicable Laws for the use of the Company Platform and the Services provided by the Company in addition of the Fees.

INDEMNIFICATION AND LIMITATION OF LIABILITY

End User (here in after, the "Indemnifying Party") shall indemnify and hold harmless the Company, its officers, directors, officers, agents and employees (here in after, the "Indemnified Party") from all liabilities against and in respect of any loss, claims, costs, damages, expenses, obligations, liabilities, actions, suits, including without limitation interest and penalties, reasonable attorneys' fees and costs and all amounts paid in settlement of any claim resulting from or relating to any breach by the Indemnifying Party of any provision, warranty or covenant, or any non-fulfillment of any obligation under this Terms of Service and/or the Subscription Order (known collectively as "Liability").

In particular, without limiting the generality of the foregoing, the you shall defend, indemnify and hold harmless the Company and the Company's Indemnified Parties from and against any and all Liability resulting from or relating to any breach by the Customer of any provision, warranty or covenant, or any nonfulfillment of any obligation by the you, under this ToS.

You hereby covenant that the Company during and after the Term shall not be liable for any End User claims arising due to the provision of Services by the Company to the Customer and the Customer hereby agrees that it shall indemnify, defend and hold harmless the Customer against any End User claims.

The obligations under this clause (Indemnity) will survive the termination of this Agreement.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.

You hereby acknowledge that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either directly by the Company or due to denial of services by third-party service providers required by the Company to provide Services, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this Terms of Service or the Subscription Order, the Services are provided "as is" and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

CONFIDENTIALITY

Each Party agrees to maintain the Confidential Information in strict confidence and, except to the extent expressly permitted in this Terms of Service or the Subscription Order or otherwise consented to in writing by the other Party, not disclose by either Party or their respective representatives to any third party, except with the specific prior written consent of the other Party.

Each Party agrees as to any Confidential Information disclosed by a Party to this Terms of Service (the "Discloser") to the other Party to this Terms of Service (the "Recipient"):

  1. to take such steps necessary to protect the Discloser's confidential information from unauthorized use, reproduction and disclosure as the Recipient takes in relation to its own Confidential Information of the same type, but in no event less than reasonable care;
  2. to use such Confidential Information only for the purposes of this Terms of Service and the Subscription Order, or as otherwise expressly permitted or expressly required by this Terms of Service and the Subscription Order, or as otherwise permitted by the Discloser in writing;
  3. not, without the Discloser's prior written consent, to copy the Confidential Information or cause or allow it to be copied, directly or indirectly, in whole or in part, except as otherwise expressly provided in this Terms of Service, or as needed for the purposes of this Terms of Service and/or the Subscription Order, provided that any proprietary legends and notices (whether of the Discloser or of a third party) are not removed or obscured;
  4. not, without the Discloser's prior written consent, to disclose, transfer, publish or communicate the Confidential Information in any manner to any person except as permitted under this Terms of Service and/or the Subscription Order.

The aforesaid shall not be applicable and shall impose no obligation on a Party with respect to any portion of Confidential Information which: (i) was at the time received or which thereafter becomes, through no act or failure on the part of Recipient, generally known or available to the public; (ii) is already known to such Recipient prior to at the time or subsequent to disclosure by the Discloser from sources which to the Recipient's knowledge are under no obligation of confidentiality to the Discloser; (iii) has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that the Discloser shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order; or (iv) is developed by the Recipient without access to the Confidential Information, provided that such independent development is evidenced by written records.

The provisions of this Clause of confidentiality shall survive the termination of the Subscription Order and this Terms of Service till such time that the Confidential Information enters public domain.

GOVERNING LAW

This ToS shall be governed by the laws in force in India, and shall be subject, without prejudice to Dispute Resolution clause below, to the exclusive jurisdiction of courts at Pune, India.

DISPUTE RESOLUTION

Any dispute arising out of, or in connection with, this ToS or the Subscription Order, including any question regarding its existence, validity or termination, shall be referred to, and finally resolved by arbitration in Pune in accordance with the Arbitration and Conciliation Act, 1996 ("Arbitration Act") for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The arbitral tribunal shall consist of a sole arbitrator appointed mutually by the parties to the dispute. In case the parties to the dispute do not agree upon or appoint a sole arbitrator within a period of 30 (thirty) days, any of the parties to the dispute can approach a competent court of jurisdiction to request appointment of a sole arbitrator.

The language of the arbitration shall be English, and the venue and seat of the arbitration shall be Pune, Maharashtra. The arbitrator shall be entitled to award costs of the arbitration.

Subject to the aforesaid, each party to an arbitration shall bear its own expenses in relation thereto, including, but not limited to, such party's attorney's fees and expenses, and fees of the arbitrator shall be borne equally by the parties to the dispute.

The arbitrator shall reach and render a reasoned decision in writing, which shall be final and binding on the Parties.

Notwithstanding the existence of any dispute in relation to this Agreement, the Customer shall continue to perform its obligations under this Agreement regardless of whether the arbitration proceedings have commenced or not.

MISCELLANEOUS

This Terms of Service along with the Subscription Order and the privacy policy are the entire agreement between you and the Company with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Services.

If any provision of the ToS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the ToS will otherwise remain in full force and effect and enforceable.

The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

The ToS are personal to you and are not assignable or transferable by you except with Our prior written consent. We may assign, transfer or delegate any of its rights and obligations hereunder without your prior consent.

No agency, partnership, joint venture, or employment relationship is created as a result of the ToS or the Subscription Order and neither Party has any authority of any kind to bind the other in any respect.

All notices under the ToS and the Subscription Order will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.

We shall have no liability to you under these ToS or the Subscription Order if we are prevented from or delayed in performing our obligations under this Terms of Service or the Subscription Order, or from carrying on its Business, by acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, provided that you are notified of such an event and its expected duration.

This Terms of Service shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Terms of Service.