TERMS AND CONDITIONS OF CHANNEL PARTNER

These Terms form part of the Channel Partner Enrolment Form for Zingara Celebrations Services ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Channel Partner"), and Zingara Club Private Limited and its affiliates (collectively, "Zingara"), regarding use of Services (as defined hereinafter).

1. Definitions
2. a) "Agreement"means a contract between Zingara and the Channel Partner governed by the terms and conditions set out in the Form read with these Terms.
3. b) "Offer"means the digital promotional offer provided by Zingara to the Channel Partner.
4. c) "Eligible Users"means users who place Orders through the Zingara Platform using the Offer.
5. d) "Effective Date"refers to the effective date of the Form.
6. e) "Facilitation Fees"means the non-refundable amount set out in the Form, payable by the Channel Partner when availing Services from Zingara.
7. f) "Parties"means Zingara and the Channel Partner.
8. g) "Sensitive Personal Data or Information"shall have the meaning ascribed to such term in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, or any other applicable law, as amended from time to time, which as on the date of these Terms means such personal information that relates to the Eligible User, which, either directly or indirectly, in combination with other information available or likely to be available with the Channel Partner is capable of identifying such Eligible User and which consists of information relating to: (i) passwords; (ii) financial information such as credit card details; (iii) physical, physiological and mental health condition; (iv) sexual orientation; (v) medical records and history; (vi) biometric information; (vii) any detail relating to the above types of data provided to a body corporate for providing services; and (viii) any information received under any of the above heads by a body corporate for processing or storing under a lawful contract or otherwise.
9. h) "Services"means the Zingara Celebrations services offered by Zingara to the Channel Partner. l) "Zingara Platform T&Cs"means the online terms and conditions agreed between Eligible User and Zingara governing the access and use of the Zingara Platform, including the terms and conditions available at https://www.Zingara.club.
10. i) "User Data"means any and all identifiable information about Eligible User provided by the Channel Partner, including, but not limited to, Sensitive Personal Data or Information, Eligible User’s name, delivery addresses, email addresses, phone numbers, and preferences, to be governed by the privacy policy located at https://www.Zingara.club.
11. j) "Zingara Platform"means Zingara’s (i) website accessible at Zingara.club; (ii) mobile site and/or (iii) mobile application, which enables the Eligible Users to (i) place an Order for the purpose of purchasing products and services; and (ii) track the status of the Order placed by such Eligible User; and (iii) facilitates a provision of payment by the Eligible User towards the invoice against items purchased through these platforms.
12. Scope of Channel Partner

Zingara shall provide the login credentials after successful registration and Channel Partner shall be responsible to onboard the properties in respective area or location. Channel Partner shall do the activities for new membership drive in same location for smooth business operation of the properties. All deliverables , offers and information shall be delivered to respected properties as well as to the members of the respective location. To comply and implement of all communication by Zingara to the Channel Partner time to time. To execute all business development activity related instructions by Zingara. All publicity and advertisement activities to be implemented by the Channel Partner in time binding manner. Zingara has the rights to make addition & deletion of other scopes time to time related to business development and membership growth activities at any location time to time, and same shall be followed by the Channel Partner.

3. Channel Partner’s Obligations
4. a) Offers shall not be sold or re-sold, directly or indirectly, by the Channel Partner.
5. b) Channel Partner shall provide the Offer(s) to such Eligible Users as determined by the Channel Partner at its sole discretion for the purpose of using such Offers on the Zingara Platform.
6. c) Channel Partner shall be solely responsible for communicating the Offer(s) to Eligible Users.
7. d) Channel Partner shall be solely liable to obtain requisite consents from the Eligible Users for sharing User Data with Zingara.
8. Consideration and Taxes
9. a) In consideration of the provision of the Channel Partner shall receive the declared ratio of the property invoice time to time. For same it is required to claim in the form of tax invoice. Applicable TDS shall be deducted from the invoice value.
10. b) Zingara shall raise invoices on the Channel Partner for payment of Facilitation Fees as set out in the Form. Invoices raised by Zingara shall contain such particulars as prescribed under the GST Act and Rules thereunder, as amended from time to time for the Fees payable by the Channel Partner. The details for Zingara's GSTIN information are available on Zingara.club.
11. c) The Channel Partner shall raise the tax invoices and commercial invoice within such period of time as set out in the Form. The Channel Partner shall make payment of Facilitation Fees and commercial invoice of or as mutually agreed between the Parties. Channel Partner hereby acknowledges and agrees that the data provided by Zingara shall be final and binding on the Parties for the purpose of payment of Facilitation Fees and payment of Promo Offers Discount.
12. d) In the event of failure on part of the Channel Partner to deliver the his/her scope services mentioned above to Zingara in a timely manner, Zingara reserves its right to cancel his/her Channel Partner rights and may take appropriate legal action against the Channel Partner that may be available to it under the Agreement or as per applicable law.
13. e) If as per the applicable tax laws, the Channel Partner is liable to deduct taxes at source (**“TDS”) on the consideration amount paid by Zingara,
14. f) Upon signing of the Form, the Channel Partner shall provide GST Identification Number and such other documents as may be required by Zingara for the purpose of generating appropriate invoices and for settlement of payments.
15. Confidentiality
16. a) Other than for provision of Services by Zingara, Zingara does not share any other information of the Channel Partner with third parties unless requisitioned by government authorities.
17. b) Other than for the purpose of availing Services from Zingara, the Channel Partner must not disclose any confidential information about Zingara, including but not limited to these Terms, its business strategies, pricing, revenues, expenses, User Data, and Order information to third parties.
18. Warranty and Indemnity
19. a) Channel Partner warrants that if the Channel Partner ceases to do business, closes operations for a material term or is otherwise unable to perform its obligations, it will inform Zingara promptly. Where the Channel Partner neglects to do so, whether by omission or fault, Zingara will not be held responsible for any liabilities, whether financial or otherwise.
20. b) Channel Partner warrants that it complies and will remain compliant with the applicable laws, rules and regulations and any other requirements in the relevant State or Territory and all other applicable regulations or standards.
21. c) Channel Partner warrants to procure and keep valid during the subsistence of these Terms, all requisite licenses and/or registrations thereunder and provide copy of such licenses and/or registrations to Zingara prior to availing the Services.
22. d) To the fullest extent permitted by applicable laws, the Channel Partner agrees to indemnify and hold Zingara (and its directors, officers, agents, representatives and employees) harmless from and against any and all claims, suits, liabilities, judgments, losses, expenses and damages (including legal expenses) arising out of or in connection with any claim or suit or demand:

• by an Eligible User for reasons not attributable to the Services;
• in respect of or connected to the collection or payment of applicable taxes in any way connected to these Terms or any matter or goods or services under or arising from it (e.g. Services);
• in respect of the warranties provided by the Channel Partner in Clause 7 (Warranty and Indemnity) hereto;
• brought either by Zingara and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the Channel Partner;
• in respect of, arising out of or in connection of any use of the User Data, not in accordance with the Terms and/or the applicable law;
• for any misleading or incorrect or false, information or data provided by the Channel Partner;
• Resulting from violation of intellectual property rights of Zingara or any third party;
• brought by an Eligible User against Zingara for an act or omission attributable to the Channel Partner or its employees and representatives, including without limitation, non-obtainment of requisite consents from the Eligible User for sharing of his/her User Data with Zingara and processing of the same by Zingara;
• resulting from breach of applicable laws by Channel Partner and/or any of its employees and representatives, including without limitation, data protection laws; and
• resulting from violation of any of the terms and conditions of the Agreement by Channel Partner and/or any of its employees and representatives.

1. e) Zingara warrants that it will undertake its obligations with reasonable skill and care.
2. f) Zingara does not guarantee or warrant that the Zingara Platform or Services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.
3. User Data
4. a) The Channel Partner agrees that the Channel Partner will obtain explicit and requisite consents from the Eligible Users before sharing their User Data with Zingara. The Channel Partner shall be solely liable to obtain consents from Eligible Users for processing of their User Data by Zingara. The Channel Partner represents, warrants, and covenants that Zingara shall not be liable to obtain any consents from Eligible Users for processing the User Data of Eligible Users for the purposes of the Agreement. The Channel Partner (and any other persons to whom the Channel Partner provides any User Data) will implement and comply with reasonable security measures in accordance with the applicable laws, in protecting, handling, and securing the User Data. If any User Data is collected by the Channel Partner (or otherwise on its behalf), the Channel Partner shall ensure that it (and any applicable third parties) adopts, posts, and processes the User Data in conformity with an appropriate and customary privacy policy and processes and uses such User Data in compliance with applicable laws. The User Data shall be governed by the privacy policy located at https://www.Zingara.club.
5. Term and Termination
6. a) Zingara, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately without any notice to the Channel Partner on account of any alleged or threatened or actual (i) suspicious activity; and /or (ii) breach of any intellectual property right of Zingara or any third party by the Channel Partner; and/or (iii) any false misrepresentation by the Channel Partner; and/or (iv) fraudulent activity. The Channel Partner hereby agrees and acknowledges that the aforementioned right to terminate and/or suspend the Services is without prejudice and in addition to any other right or remedy that Zingara may have under applicable laws.
7. Notice requirements
8. a) Factors that prevent the Channel Partner from fulfilling its obligations under the Agreement should promptly be reported to Zingara by contacting the account manager appointed by Zingara or by writing an email to info@zingara.club.
9. Disclaimers
10. a) To the fullest extent permitted by law, Zingara and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Zingara Platform and the Services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Zingara makes no warranties or representations about the accuracy or completeness of the content and data on the Zingara Platform or the Services' content or the content of any other websites linked to the Zingara Platform, and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content and materials, (ii) personal injury or property damage, of any nature whatsoever, resulting from the Eligible Users’ access to and use of the Zingara Platform and the Services, (iii) any unauthorized access to or use of Zingara' servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Zingara Platform or otherwise with respect to the Services, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Zingara Platform or the Services by any third party, and/or (vi) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Zingara Platform or the Services.
11. Limitation of Liability
12. a) For the purposes of this clause, "Liability" means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Form, including liability expressly provided for under the Form or arising by reason of the invalidity or unenforceability of any term of the Form.
13. b) Zingara does not exclude or limit liability for any Liability that cannot be excluded by law.
14. c) Subject to the preceding sentence, Zingara shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although Zingara will use its best endeavours to ensure that the unintentional operational errors do not occur, Zingara cannot provide any warranty or guarantee in this regard.
15. d) Notwithstanding anything to the contrary herein set out, Zingara’s aggregate liability under the Form shall not exceed the total amount of Facilitation Fees paid under the Form pursuant to which the claim arose. e) Acceptance to Zingara’s Privacy Policy: By signing the Form, the Channel Partner acknowledges and agrees to be bound by Zingara’s privacy policy (Zingara.club). The Channel Partner will immediately notify Zingara if it becomes aware of or suspects any unauthorized use or access to the User Data or any other confidential information of Zingara, and shall cooperate with Zingara in investigation of such breach and the mitigation of any damage. f) In case of any inconsistencies or conflicts between the Form and these Terms, these Terms, the Channel Partner acknowledges that these Terms shall prevail.
16. Modification
17. a) Zingara may modify these Terms from time to time, and any such changes will (i) be reflected on the Zingara Platform, and (ii) be effective immediately upon the changes being reflected on the Zingara Platform. The Channel Partner agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Zingara Platform.