LAST UPDATED ON: 1st April, 2021

MYSCOOT TECH PRIVATE LIMITED

Terms of Use for Members

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) (a) OF INFORMATION TECHNOLOGY (INTERMEDIARY GUIDELINES AND DIGITAL MEDIA ETHICS CODE) RULES, 2021 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THE PLATFORM.

Hello and welcome to the Terms of Use for Members (“Terms”) of MYSCOOT TECH PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 with its registered office at Plot no. 406, Second Floor, Phase 3, Udyog Vihar, Gurugram, Haryana -122016 (“Exly”, “We”, “Us”, or “Our”). Exly is an online marketplace for Members (defined below) to avail services that are provided by the Creators (as defined below).

By accessing or using this website , any subdomains or any other website through which Exly services are made available (“Website”) and the Exly mobile application available on Android and iOS (“Application”) You agree to be bound by these Terms. Your agreement with us includes the Privacy Policy (collectively “Agreement”). 

All terms used with a capitalized first letter shall have the meaning assigned to them hereunder.

The Website and Application are collectively referred to as “Platform”.

The expressions “You” “Your” “User(s)” or “Members” refers to any person who registers to avail the Creator Services on the Creator Webpage or visits the Platform.

IF YOU DO NOT AGREE WITH THESE TERMS, THEN PLEASE REFRAIN FROM USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU IRREVOCABLY ACCEPT THE AGREEMENT AND AGREE TO ABIDE BY THE SAME (AS UPDATED FROM TIME TO TIME).

  1. User Eligibility

User(s) represent and warrant that they have the right to access or use the Platform. The Platform can only be availed by those individuals or business entities, including sole proprietorship firms, companies and partnerships, which can form legally binding contracts under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform. 

However, if the User(s) are between the age of 14 to 17 years, Your access to the Platform should be permitted by Your parent or legal guardian.

User or Your parent/guardian (as the case maybe) must agree to be bound by these Terms.

  1. General Disclaimer

  1. By use of the Platform, You agree that You meet with the Eligibility Criteria as detailed in Clause 1 (above) and that You are fully able and competent to understand and accept this Agreement as a binding contract and to abide by these Terms.
  2. As the provider of the  Platform, Exly does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Creator Services(as defined below).
  3. User should always exercise due diligence and care when deciding whether to participate in Creator Services, or communicate and interact with other Users..
  4. No joint venture, partnership, employment, or agency relationship exists between You and Exly as a result of this Agreement or Your use of the Platform. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. 
  5. To promote the Platform and to increase the exposure of Creator Webpage and Creator Services   it may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
  6. To assist Users who speak different languages, Creator Webpage and/Creator Services may be translated, in whole or in part, into other languages. Exly cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and noninfringement. 
  7. If You access or download the Application from the Apple App Store, You agree to Apple’s Licensed Application End User License Agreement. Some areas of the Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
  8. The access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence with respect to Your access to or use of that area or feature, unless specified otherwise.
  9. You agree that You shall not access the Platform by any other means other than through the interfaces that are provided by Us.
  10. You agree that You shall not acquire, copy, or monitor any portion of the Platform in any way to reproduce or circumvent the navigational structure or presentation of the Platform, to obtain or attempt to obtain any materials, documents, or information through any means not specifically made available through the Platform.
  11. You agree that You shall not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Platform, any other software, products, models, prototypes, or other items provided by Us.    
  12. You agree that You shall not use any deep link, robot, spider or other automatic device or methodology, or any similar or equivalent manual process, to access, acquire, download, copy or monitor the Platform or any part thereof, or obtain any content through means not specifically made available through the Platform.
  13. You agree that You shall not breach any provisions of the Agreement or violate any provisions of applicable law.

  1. Code of Conduct

  1. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to Your use of the Platform. Users shall not host, display, upload, modify, publish, transmit, update, store or share any information that:
  1. belongs to another person and to which the You do not have any right to;
  2. is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
  3.  is harmful to child;
  4. infringes any patent, trademark, copyright or other proprietary rights;
  5. violates any law for the time being in force;
  6. deceives or misleads the addressee about the origin of such messages or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
  7. impersonates another person;
  8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;
  9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
  10.  is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any personal;
  11.  If any  User feels that any User you interact with, online, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from You, or (iii) engages in any other disturbing conduct, You should immediately report such person to the appropriate authorities and then to Exly by contacting us with Your police station and report number (if available); provided that Your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to You;
  12. A Member cannot contact another Member for any purpose other than asking a question related to a Your own booking, or the Member's use of the Platform.
  13. You shall not use the Platform to request, make or accept a booking independent of the Platform, to circumvent any Service Fees(as defined below) or for any other reason; and
  14. You shall not request, accept or make any payment for Total Fees outside of the Platform or Exly Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Exly harmless from any liability for such payment.

  1. Links to Third Party Sites

The Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Exly is not responsible or liable for the availability or accuracy of such Third- Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Exly of such Third-Party Services.

  1. Amendments of these Terms

Exly reserves the right to change, modify, amend, or update these Terms and/ or the Agreement from time to time and such amended provisions of these Terms and/ or the Agreement shall be effective immediately upon being posted on the Platform and You can determine when these Terms were last revised by referring to the ’LAST UPDATED’ at the top of these Terms. If You do not agree to such provisions, You must stop using the Platform with immediate effect. Your continued use of the Platform will be deemed to signify Your acceptance of the amended provisions of these Terms and/ or the Agreement.

  1. Creator Services and Creator Webpage

  1. “Creator Webpage” shall mean the page on the Platform dedicated to the Creator where the services/ offerings of the Creator are curated and made available to the Members by the Creator, powered by Exly.
  2. “Creator Service” shall mean the services or products offered on the Creator Webpage by the Creator to the Members.
  3. The Member shall register for the Creator Services by providing information such as but not limited to name, phone number, email address etc.

  1. Registration for Creator

The Creator shall register through the link available at creator.exlyapp.com (“Creator”).

  1. Cancellation and Refund

  1.  Member can cancel a confirmed booking at any time subject to the Creator Service cancellation policy.
  2. If a Creator, is unable to conduct the event or class after the Member payment is done, the Creator shall be responsible for refund of the amount to the Member.
  3. All refunds shall be processed in the  manner as decided by the Creator..

  1. Payment

  1.  “Payment Method” means a payment method that you have added to Your Exly Account, such as but not limited to credit card, debit card, Paytm, Google Pay, PayPal etc.
  2.  The Member agrees to pay Exly for any confirmed bookings of the Creator Services in accordance with these Payments Terms by one of the methods supported by the Platform(e.g. by PayPal, credit card or debit card).
  3. The Member hereby authorize the collection of such amounts by charging the Payment Method provided as part of requesting the booking, either directly by Exly or indirectly, via a third-party online payment processor or by one of the payment methods described on the Platform.
  4. Member acknowledge and agree that, notwithstanding the fact that Exly is not a party to the agreement between the Member and the Creator, Exly will deploy a payment gateway that acts as the Creator’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Creator. Upon your payment of the Total Fees to Exly’s payment gateway, your payment obligation to the Creator is extinguished.
  5. You as a Member agree that Exly may charge your Payment Method the full amount (“Total Fees”) for any booking requested in connection with the Creator Services.
  6. If Exly is unable to collect any amounts You owe for a confirmed booking Exly may engage in collection efforts to recover such amounts from You. You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to Exly by You. Such communication may be made by Exly or by anyone on their behalf, including but not limited to a third party collection agent.
  7. Please note that Exly cannot control any fees that may be charged to a Member by his or her bank related to Exly collection of the Total Fees, and Exly disclaims all liability in this regard. Whatever Payment Method you use may be subject to additional terms and conditions imposed by the applicable third-party service provider; please review such terms and conditions before using your Payment Method.
  8. The Member understands additional fees shall be charged as applicable along with the Total Fees.
  9. Payment Processing Errors: We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payment Method used for the original payment by you, so that you end up receiving or paying the correct amount.
  10. All Taxes as per law shall be applicable to the Member.

  1. Rounding off, Currency conversion

  1. Exly may, in its sole discretion, round up or round down amounts that are payable from or to Members or Creators to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency); for example, Exly will round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00. For currencies that are denominated in large numbers, Exly may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; for example, Exly may round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 837,500 up to 838,000 and 837,499 down to 837,000. 12.2 The Platform facilitates bookings between Members and Creators who may prefer to pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Platform allows Members to view the price of Creator Service in a number of currencies, the currencies available for Members to make and receive payments may be limited, and may not include the default currency in any given geographic location. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.
  2. In case of currency conversation rates applicable in the Platform then the conversation shall be closest to the RBI’s conversation rate.

  1.  Content

  1. Exly may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform ("User Content"); and (ii) access and view User Content and any content that Exly itself makes available on or through the  Platform, including proprietary Exly content and any content licensed or authorized for use by or through Exly from a third party ("Exly Content" and together with User Content, "Collective Content"). 
  2. The User shall have the option in the Platform to request Exly to edit the User Content. By selecting the option available on the Platform the User gives Exly the right to edit the User Content.
  3. The  Platform, Exly Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of India and other countries. You acknowledge and agree that the Platform and Exly Content, including all associated intellectual property rights, are the exclusive property of Exly and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Exly Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Exly used on or in connection with the Platform and Exly Content are trademarks or registered trademarks of Exly in India and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, Exly Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners. 
  4. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Exly or its licensors, except for the licenses and rights expressly granted in these Terms. 
  5. Subject to Your compliance with these Terms, Exly grants you a limited, non-exclusive, non- sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Platform and accessible to You, solely for Your personal and non-commercial use. 
  6. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Platform, You grant to Exly a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Platform, in any media or platform. Unless You provide specific consent, Exly does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that You may have to use or exploit your User Content.
  7. You are solely responsible for all User Content that you make available on or through the Platform. Accordingly, You represent and warrant that: (i) You either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Exly the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor Your posting, uploading, publication, submission or transmittal of the User Content or Exly's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

  1. Feedback, Review and Ratings

  1. Member can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Exly.

  1. Ratings and Reviews by Member must be fair, truthful and factual and may not contain any offensive or defamatory language.

Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about any Creator.

  1. Exly welcomes and encourages You to provide feedback, comments and suggestions for improvements to the Platform (“Feedback“). You may submit Feedback by emailing us, through the ‘Contact’ detail provided on  the Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to You. By submitting Feedback to Us, You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to You.

  1. Waiver

Exly’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law. 

  1. Use of Personal information

When you visit https://creatot.exlyapp.com, we receive the Internet protocol (IP) address of your computer, operating system information, browser information and name of your ISP. This information used to improve our service offerings, we are also legally accountable to pass the same information to legal authorities when requested. We also advanced web analytics, which provides information such as the URL of the site from which you came and the site to which you are going. Exly information collection and use policies with respect to privacy of such information are set forth in the Privacy Policy.

  1. Disclaimer

If You choose to use the Platform or Collective Content, You do so voluntarily and at your sole risk. The Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied. You agree that You have had whatever opportunity you deem necessary to investigate the Exly Services, laws, rules, or regulations that may be applicable to your Creator Services You are receiving and that You are not relying upon any statement of law or fact made by Exly relating to the Creator Service/Creator Webpage. You agree that some Creator Services may carry inherent risk, and by participating in those Creator Services, you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during and after your participation in a Creator Service. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law. 

  1. Liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and Collective Content, your booking of any Creator Services via the Platform remains with You. Neither Exly nor any other party involved in creating, producing, or delivering the Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users/ Creator or other persons with whom you communicate, interact or meet with as a result of your use of the Platform, or (iv) from your booking of Creator Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Exly has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Creators pursuant to these Terms or an approved payment request, in no event will Exly’s aggregate liability arising out of or in connection with these Terms and your use of the Platform including, but not limited to, from your booking of any Creator Service via the Platform, or interactions with any other Members or Creators, exceed the amounts you have paid or owe for bookings via the Platform as a Member in the twelve (12) month period prior to the event giving rise to the liability, , or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Exly and You.

  1. No Guarantee

Exly has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Creator Services, (ii) the truth or accuracy of any Creator Service descriptions, Ratings, Reviews, or other User Content (as defined above), or (iii) the performance or conduct of any Member/Creator or third party. Exly does not endorse any Creator or Creator Services.

Due to the nature of the Internet, Exly cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. Exly may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Exly may improve, enhance and modify the Platform and introduce new Exly Services from time to time.

  1. Indemnification

You agree to release, defend (at Exly’s option), indemnify, and hold Exly and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Platform or any Exly Services, (iii) your interaction with any Member or Creator, , participation in an Creator Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (v) your breach of any laws, regulations or third party rights.

  1. Applicable Law and Jurisdiction

These Terms shall be governed by the laws of India. You agree that Exly is solely based in India, and nothing shall give rise to personal jurisdiction over Exly in jurisdictions other than New Delhi, India and You shall not raise any claims against Exly in any court or forum in any jurisdiction other than New Delhi, India. Any claim or dispute between the User and Exly will be entertained and tried solely and exclusively by a court of competent jurisdiction located in New Delhi, India and no other place whatsoever.

  1. Notices

All notices or demands to or upon Exly shall be effective if in writing and shall be deemed to be duly made when sent to MyScoot Tech Private Limited at Plot no. 406, Second Floor, Phase 3, Udyog Vihar, Gurugram, Haryana -122016.

All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) on the Platform, or by posting such notice or demand on an area of the Platform that is publicly accessible. 

Notice to a User(s) shall be deemed to be received by such User(s) if and when the Platform is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon Platform’s posting such notice on an area of the Platform that is publicly accessible.

  1. Severability

If, for any reason, a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that portion shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision. The remainder of the Terms shall continue in full force and effect.

  1. Miscellaneous

  1. Headings for any section of the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
  2. The Company shall have the right to assign its obligations and duties in this Agreement to any person or entity.
  3. All telephonic calls to the Company will be kept completely confidential. However, Your call may be recorded to ensure quality of service. Further, for training purposes and to ensure excellent customer service, calls from the Company to the User or from the User to the Company may be monitored and/or recorded.
  4. Sidharth Rawat is the designated Grievance Officer in respect of the Platform. Any complaints or concerns with regards to any content on the Platform or any breach of this Agreement or Privacy Policy can be directed to the designated Grievance Officer in writing at MyScoot Tech Private Limited, Plot no. 406, Second Floor, Phase 3, Udyog Vihar, Gurugram, Haryana -122016 or through an email signed with the electronic signature sent [email protected].