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Terms & Conditions

User xoborooms

TERMS AND CONDITION

This internet-based website www.xoborooms.com and its other digital belongings which is a technology platform owned, operated and made available by Xobotek Technologies Pvt Ltd, a company registered under the laws of India ,having its registered place of business at Alpha 2, Greater Noida -201308 (UP), India, which enables user to connect with independent third-party PG and Hostel owner (“Channel Partner”) offering hiring of various Paying Guests/hostels/accommodations listed on the Website to the users (“Services”). These terms and conditions (including those incorporated by reference and including all schedules, appendices and annexures etc.) and Privacy Policy (collectively “Usage Terms”) with regard to the use of this Website form, an agreement between XoboRooms and the user(s)/registered users of the Website(“User” “You” or “Customer”, as the case may be).

This Website offers you to access the Website and the Services through the Website subject to adhering to Usage Terms in their completeness. XoboRooms shall do all the reasonable efforts to connect you with a Channel Partner as per your requirement. However, the User acknowledges that Channel Partner shall provide User/You the services and therefore the same is subject to the contract between YOU and the Channel Partner. XoboRooms shall never be a party to any such contract. By using this website, you hereby acknowledge and agree that XoboRooms is not a PG/Hostel house owner and has no control over the conduct or behavior of the Channel Partner or the quality, fitness or the suitability of the services provided by Channel Partner. XoboRooms disclaims any and all liabilities in this regard.

1.MEMBERSHIP ELIGIBILITY

You are informed to read the terms and conditions carefully before registering on the website or accessing any data related to any service offered through the website. Your usage or registration and/or the services provided on the website shall be automatically considered as your consent to the usage terms and conditions and your agreement to be legally bound by the same.

 Free Membership on the Website

If you are not congenial to all the Usage Terms and the conditions, then you must halt here and must not use the website application and its services. Your use of the Website/ Application implies that you agree with the Usage Terms in their entirety. You agree, acknowledge and recognize that the contract of sale is made in India, is governed exclusively by laws of India and is subject to the exclusive jurisdiction of the High Court of Delhi at New Delhi and its subordinate courts to the exclusion of all other courts.

You hereby confirm and assure us you were at least eighteen (18) years of age or above and are proficient of entering, performing and adhering to these Usage Terms, and give your consent to be bound by these Usage Terms. The user below the age of 18 is allowed to utilize/browse the Website, only with the involvement, guidance, and supervision of their parents and/or legal guardians, under such Parent /Legal guardian's registered account.

The User agrees and acknowledges, the Website can only be used by the user above the legal age of 18 years to form a binding contract under the laws as applicable in India. Individuals who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including but not limited to minors, un-discharged insolvents, etc. are not eligible to use this Website and purchase the Product(s). XoboRooms reserves the rights to terminate such User's access and refuse to provide User with access to the Website if XoboRooms finds the user below 18 years. Furthermore, XoboRooms has the right at its sole discretion to refuse to provide access to or terminate the access of any person(s) whatsoever with or without notice.

XoboRooms provides Services on the Website subject to complete adherence to the Usage Terms by the User. By accessing, viewing, or using this Website, You acknowledge, declare, confirm and represent & warrant to XoboRooms that you have read and understood the Usage Terms and accept them as an agreement as to the binding legal contract equivalent of a duly signed contract binding on You. This agreement is effective immediately upon your accessing, viewing, or using this Website. You are advised to regularly check for any amendments or updates to the Usage Terms mentioned herein from time to time. XoboRooms may add to or change, update these Usage Terms from time to time entirely at its sole discretion. Your use of the Website and any amendment to the Usage Terms shall constitute your acceptance of these Usage Terms and you agree to be bound by any such changes/revisions/amendments. Website/shall not be obliged to notify you, irrespective of the fact that you are registered or not, of any modifications made to the Usage Terms. As long as you comply with the provisions of this Agreement, we grant you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website. Your access to the Website for purchasing the Services or for mere browsing is subject to the most current version of the Usage Terms appearing on the Website at the time of such use.

In case you are not eligible to use the Website, but still persist in doing so, or violate any Usage Terms herein, or furnish false/fraudulent information to order to avail the Service(s), you are put to caution that your Web browser transmits a unique address, which can be accessed by the law enforcement agencies to track and discover your identity.

2. WEBSITE

The Website is an online marketplace, where Users may encounter and interact with Channel Partner for their transactions. Channel Partners list their PGs, Hostels and other lodgings ("Accommodations") on the Website and User reserves the Accommodation at the prices specified by the Channel partner on the Website. XoboRooms hereby clarifies and the User agrees & understands that XoboRooms is not the owner of the Accommodations and will not be liable for any services or lack of them at the Accommodations booked by the User. It is hereby further clarified that XoboRooms and Channel Partners are separate and independent entities, and neither XoboRooms works as a representative or agent of the Channel Partner. By making a reservation/booking at the listed Places the User enters into commercial/contractual terms as offered by, and agreed to, between Channel Partner and the User alone. XoboRooms does not have any control or determines or advises or in any way involves itself in the offering or acceptance of such commercial/contractual terms between Channel Partner and the User.

XoboRooms is not responsible for any non-performance or breach of any contract entered into between User (includes Registered User or Guest User) and the Channel Partner. XoboRooms cannot, and does not guarantee that the concerned Channel Partners will perform any transaction concluded on the Website. XoboRooms shall not be accountable and not required to mediate or resolve any dispute or disagreement between User and Channel Partner. In no event, shall XoboRooms be made a party dispute between User(s) and Channel Partner(s)

3. MARKETPLACE/PLATFORM

The Website is a marketplace through which Channel Partners can reach a larger audience to rent out their Accommodations. XoboRooms simply provides a platform for communication and it is agreed that the contract for renting of any of the Accommodations or Services shall be a strictly bipartite contract between the Channel Partner and the User.

You hereby agree and understand that all the Accommodations listed on the Website are done by the Channel Partner and as per the details provided by Channel Partner(s). XoboRooms has no role once you/User have utilized the Services unless specified otherwise by XoboRooms. Channel Partners will be responsible for providing any services to the User at the Accommodation reserved by User. XoboRooms has no control over the Channel Partner and it will be Channel Partner's responsibility to provide Accommodation and services as mentioned on the Website. User acknowledge and agrees that while checking-in at the Accommodation, You might have to enter into a separate agreement with the Channel Partner at Channel Partner's sole discretion and You/User shall abide by the terms and conditions of such agreement and accept any conditions, restriction, rules imposed by virtue of the agreement between You and the Channel Partner. XoboRooms hereby states that it has no knowledge of the agreement User might have to enter with the Channel Partner and XoboRooms shall have no obligation to fulfill any conditions mentioned in the agreement agreed between User and the Channel Partner.

4. RESERVATION/BOOKING OF SERVICES

The process of booking Services from this Website may require you to disclose confidential information including Credit Card number etc. To prevent any possibility of unauthorized access to your confidential information such as name, address etc., you shall not use/access this site from unsecured computers, secure communication links, secure mobile phones or locations such as Internet-Cafe(s), Cyber-Cafe(s) and other commercially available internet enabled computers or computer services.

That relying on declarations, confirmations, Information, and obligations made/undertaken by the User in accordance with Usage Terms in this Agreement, and believing the same to be true and acting on the faith thereof, XoboRooms has agreed to provide the Services to the User as per the Usage Terms mentioned herein. In particular, the User does hereby agree, promise, declare, confirm, covenant, undertake, represent & warrant to XoboRooms

(a) The User is not under any legal or other deficiency, which prevents/may prevent the User from:

(i) Entering into a valid contract under the applicable laws; and

(ii) Making valid payment to XoboRooms for Services ordered by the User.

(b) In the event of detecting any suspicious activity from User's account, XoboRooms reserves the right to cancel all pending and future orders owing to any such incident without any liability to the User.

(c) In a credit card transaction; User must use their own credit card for which User has full right & authority to validly use such Credit Card for making payment to XoboRooms. XoboRooms shall not be liable for any credit card fraud. The accountability to use a card fraudulently will be on the User and the onus to 'prove otherwise' shall be exclusively on User.

(d) While using the Website User shall at all times strictly comply with the Payment Procedure and the Usage Terms in their wholeness.

(e) Your use of the Services shall be deemed that you are fully satisfied with the description, look and design of the accommodation and usage fee of the Accommodation as has been displayed on XoboRooms’s Website by the Channel Partner to your complete satisfaction.

The User agrees and acknowledges that in the Website all Services are offered only at the sole discretion of XoboRooms.

5. USE OF THE WEBSITE

The User agrees, acknowledges, confirms and undertakes, the Registration Data, information/data provided or uploaded onto the Website by the User:

(a) Shall not be false, inaccurate, misleading or incomplete; or

(b) Shall not be fraudulent or involve the use of counterfeit or stolen Credit Cards; or

(c) shall not infringe any third party's intellectual property, trade secret or other proprietary rights or rights of publicity or privacy; or

(d) Shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; or

(e) Shall not be obscene or contain pornography or contain "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986; or

(f) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines or executable files that may damage, adversely interfere with, surreptitiously intercept or expropriate any system, data or personal information of any person whatsoever; or

(g) Shall not create liability for XoboRooms or cause XoboRooms to lose (in whole or in part) the services XoboRooms ISPs or other service providers/suppliers.

If the User disobeys the foregoing or XoboRooms has reasonable grounds to suspect the disobeying behavior of the user XoboRooms has the right to indefinitely deny or terminate User's access to the Website and to refuse to honor the User's request(s).

The User hereby assumes the sole risk of booking or making use or relying on the information relating to the Services available on this Website as listed by the Channel Partner.XoboRooms makes no representations about the suitability, completeness, timeliness, reliability, legality in User's jurisdiction, or accuracy of the information, materials, and services relating to the Services described or contained in this Website for any purpose whatsoever.XoboRooms does not promote any Channel Partner or Accommodations listed on the Website. It is User's responsibility to check the details of the Accommodations listed on the Website at its sole discretion.

XoboRooms has endeavored to provide the most accurate, up-to-date information on this Website. However, the information, materials, Services available on this Website may inadvertently include inaccuracies, typographical errors, or outdated information. XoboRooms is not responsible for and shall not be bound to honor typographical or pricing errors on this Website. XoboRooms reserves the rights to refuse or cancel orders at any time, including but not limited to the following orders that contain incorrect prices or product descriptions, orders in which XoboRooms believes the User has violated applicable laws or Usage Terms, orders that XoboRooms believes are harmful to XoboRooms or orders that XoboRooms believes are fraudulent or based on illegal, fraudulent or untrustworthy use/furnishing of information or based on false information. XoboRooms neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. XoboRooms expressly disclaims any warranties and conditions whether express or implied about their accuracy, completeness, correctness, suitability, reliability, availability, timeliness, quality, continuity, performance, error-free or uninterrupted operation/functioning, fitness for a particular purpose, workmanlike effort, non-infringement, lack of viruses or other harmful components. XoboRooms shall not be responsible for the delay or inability to use the Website or related functionalities, the provision of or failure to provide functionalities, or for any information, software, Services, functionalities and related graphics obtained through the Website, or otherwise arising out of the use of the Website, whether based on contract, tort, negligence, strict liability or otherwise. Further, XoboRooms shall not be held responsible for non-availability of the Website during periodic maintenance operations or any unplanned suspension of access to the Website that may occur due to technical reasons or for any reason beyond XoboRooms control. The User understands and agrees that any material or data downloaded or otherwise obtained through the Website is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. XoboRooms accepts no liability for any errors or omissions, with respect to any information provided to the User.

6. ACCOUNT AND REGISTRATION

XoboRooms makes the Services available to You through the Website only if You have provided XoboRooms certain required User information and created an account ("Account") through XoboRooms ID and password or other log-in ID and password (collectively, the "Account Information"). The Website requires you to register as a User by creating an Account in order to utilize the Services provided by the Website. You will be responsible for maintaining the confidentiality of the Account Information and are fully responsible for all activities that occur under Your Account. You agree to-

(a) Immediately notify XoboRooms of any unauthorized use of its Account Information or any other breach of security, and

(b) Ensure that you exit from its account at the end of each session. XoboRooms cannot and shall not be liable for any loss or damage arising from your failure to comply with this clause. You may be held liable for losses incurred by XoboRooms or any other customer or visitor to the Website due to the authorized or unauthorized use of your account as a result of your failure in keeping its Account Information secure and confidential.

XoboRooms also allows restricted access to the Website for unregistered users. At the time of registration, you shall ensure that the account information provided by you in the Web site's registration form is complete, accurate and up-to-date. Use of another user's account information is expressly prohibited.

When you use the Website or send emails or other data, information or communication to XoboRooms, You agree and understand that you are communicating with XoboRooms through electronic records and you consent to receive communications via electronic records from XoboRooms periodically and as when required. XoboRooms may communicate with you by email or by such other mode of communication, electronic or otherwise. You specifically agree that XoboRooms shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received, or not sent or received. Further, XoboRooms will make best efforts to safeguard the confidentiality of your personally identifiable information available to it, but transmissions made by means of the Internet cannot be guaranteed or made absolutely secure. By using this Website, You agree that XoboRooms shall not be liable for disclosure of your information due to errors in transmission or unauthorized acts of third parties. Without prejudice to the preceding, you agree that XoboRooms shall not be held liable or responsible for 'phishing attacks' on you. User agrees that User shall not use/access this Website from unsecured computers, unsecured communication links, and unsecured mobile phones. You may accept or decline the cookies when you access XoboRooms’s Website. It is the User's responsibility to set their browser to alert them to accept or to reject cookies.

The User agrees, acknowledges and confirms that before placing an order, the User shall check the Service description and price carefully and by placing an order for a Service You agree to be bound by the Usage Terms and conditions of sale included in the Services' description. You shall only place the order after fully satisfying yourself with the price, description, look as has been displayed on XoboRooms Website listed by the Channel Partner. The User agrees, acknowledges and confirms that any and all orders placed by the User on this Website shall constitute a firm commitment of renting the accommodation on part of the User.

XoboRooms shall not be responsible for the unsatisfactory or delayed performance of services or damages or delays as a result of Channel Partner's acts or omissions.

XoboRooms reserves the right to make, at its sole discretion, any modifications or changes whatsoever to the Website or the information, listings and services described on the Website at any time. Such modifications or changes shall be effective immediately when they are made.

7. PAYMENT AND USAGE FEE

Users hereby agree and understand that he will have to pay the usage fee as mentioned on the Website for the concerned Accommodation via the payment mode provided on the Website post which User's requested reservation will be confirmed by the Channel Partner. Once the reservation has been confirmed by the Channel Partner, XoboRooms will debit the usage fee from the payment mode selected by the User. The User agrees and acknowledges that the payment procedure may call for and require additional verification of or information from the User and the User undertakes to provide complete, correct and proper information.

XoboRooms uses third-party payment providers to receive payments from User on Channel Partner's behalf. XoboRooms is not responsible for any delays or erroneous transaction execution or cancellation of reservation due to payment issues. XoboRooms takes utmost care to work with 3rd party payment providers, but does not control their systems, processes, technology, and workflows, hence cannot be held responsible for any fault at the end of payment providers.

8. COMPLIANCE WITH LAWS

User and XoboRooms shall comply with all the applicable laws relevant to them respectively for using payment facility and the Website.

9. WARRANTY

The Services are provided by XoboRooms on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, XoboRooms makes no warranty that-

(i) The Website or the Services will meet your requirements or Your use of the Website or will be uninterrupted, timely, secure or error-free;

(ii) The results that may be obtained from the use of the Website, or Services will be effective, accurate or reliable;

(iii) The quality of the Website or Services will meet your expectations, or that (iv) Any errors or defects in the Website or Services will be corrected. No advice or information, whether oral or written, obtained by you from XoboRooms or through or from the use of the Website shall create any warranty not expressly stated in the terms of use.

XoboRooms shall have no liability to the User for any interruption or delay, to access the Website irrespective of the cause.

10. INDEMNIFICATION

Without prejudice to and in addition to any other remedies, reliefs or legal recourses available to XoboRooms herein or any applicable laws or otherwise. User agrees to indemnify, defend and hold XoboRooms harmless including but not limited to its affiliate, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by XoboRooms that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the User pursuant to these Usage Terms. Further, User agrees to hold XoboRooms harmless against any claims made by any third party due to or arising out of, or in connection with, User's use of the Website, User's violation of the Usage Terms, or User's violation of any rights of another, including any intellectual property rights.

11. LIMITATION OF LIABILITY

XoboRooms shall not be liable for any damages of any kind whatsoever including but not limited to direct, indirect, incidental, punitive, exemplary and consequential damages, damages for loss of use, data or profits, or other intangible losses , which may arise or are arising from the use of this Website or any of the information, software, services and related graphics contained within the Website or any of the Services offered, regardless of whether such damages are based on contract, tort, negligence, strict liability or otherwise, and even if XoboRooms has been advised of the possibility of damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ELSEWHERE, XOBOROOMS’S ENTIRE LIABILITY TO THE USER FOR ANY CLAIM ARISING OUT OF PURCHASING / BROWING THE WEBSITE SHALL BE LIMITED TO THE AMOUNT EQUIVALENT TO THE PRICE PAID FOR THE PRODUCT AND SERVICES GIVING RISE TO SUCH CLAIM.

12. INTELLECTUAL PROPERTY

The User agrees that any feedback, comments, ideas, suggestions, information, or any other content which User contributes to XoboRooms or this Website (including the name you submit with any content) will be deemed to include a royalty-free, perpetual, irrevocable, non-exclusive right and license for XoboRooms to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on such content--without additional approval or consideration--in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary. The User represents and warrants that User owns or otherwise controls all of the rights to the content that he/she may contribute to this Website and that use of his/her content by XoboRooms shall not infringe upon or violate the rights of any third party. XoboRooms, its mark, and logo are trademarks of XoboRooms India. You understand and agree not to display or use these Trademarks in any manner whatsoever.

As a pre-condition of use of this Website, User warrants to XoboRooms that User shall not use this Website for any purpose that is unlawful, unauthorized, or inconsistent with Usage Terms, and the User agrees that this license to use XoboRooms Website will terminate immediately upon User's violation of this warranty. XoboRooms reserves the rights, at its sole discretion, to block/terminate User's access to this Website and its content at any time, with or without notice. All content on this Website, including text, graphics, images, and logos, is the property of XoboRooms or its content suppliers and is protected by domestic and international copyright laws and regulations. In addition, XoboRooms owns a copyright on this site as a collective work or compilation, and in the selection, coordination, enhancement, and arrangement of this Website's content. Except as expressly provided herein, XoboRooms does not grant any express or implied right to you. XoboRooms reserves the right to protect its intellectual property rights to the fullest extent under the applicable law.

For all intents and purposes, the singular includes the plural and masculine gender includes the feminine gender. This Agreement is written in English and the official language of this Agreement and all correspondence concerning it shall be in English.

13. JURISDICTION

This Agreement and all transactions entered into on or through Website shall be interpreted, construed and governed by the laws of India which shall be applicable to this Agreement without regard to principles of conflict of laws. User agrees that all claims, differences and disputes arising under or in connection with or in relation hereto the Website, the Usage Terms or any transactions entered into on or through the Website or the relationship between User and XoboRooms shall be subject to the exclusive jurisdiction of the courts at New Delhi, India and User hereby accede to and accept the jurisdiction of such courts.

Any failure, delay or forbearance on the part of XoboRooms in:

(i) Exercising any right, power or privilege under this Agreement; or

(ii) Enforcing terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by XoboRooms of any right, power or privilege preclude any other future exercise or enforcement thereof.

The Parties hereto agree that each of the provisions enclosed in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.

14. THIRD PARTY LINKS

This Website may at XoboRooms sole discretion, contain links to sites owned and maintained by persons or entities other than OOAK Hotels. OOAK Hotels may also provide links to the other sites for the purpose of enabling the Customer to make payment to XoboRooms. Any of the foregoing links do not constitute an endorsement by XoboRooms of any such sites and are provided only as a convenience. XoboRooms is not responsible for the content or links displayed on such sites. XoboRooms is not responsible for the privacy practices of such sites which XoboRooms does not own, manage or control. XoboRooms does not regularly review and makes no warranty or representation regarding materials posted, or services offered, on the sites to which this Website may be linked and XoboRooms shall not be responsible for any deficiency thereof. XoboRooms does not endorse any or all of the materials, Services, and services available on such linked sites, and XoboRooms expressly disclaims responsibility for the contents of any linked site, the accuracy of any information contained in a linked site, and the quality of the Services and services offered at any linked site. Any decision to view the contents of any linked site is solely the responsibility of Customer and is made at Customer's own risk.

PG/Hostel/Flat Owner xoborooms

TERMS AND CONDITION FOR CHANNEL PARTNER

This internet-based website www.xoborooms.com and its other digital belongings which is a technology platform owned, operated and made available by Xobotek Technologies Pvt Ltd, a company registered under the laws of India ,having its registered place of business at Alpha 2, Greater Noida -201308 (UP), India, which enables user to connect with independent third-party PG and Hostel owner (“Channel Partner”) offering hiring of various Paying Guests/hostels/accommodations listed on the Website to the users (“Services”). These terms and conditions (including those incorporated by reference and including all schedules, appendices and annexures etc.) and Privacy Policy (collectively “Usage Terms”) with regard to the use of this Website form, an agreement between XoboRooms and the user(s)/registered users of the Website(“User” “You” or “Customer”, as the case may be).

This Website offers you to access the Website and the Services through the Website subject to adhering to Usage Terms in their completeness. XoboRooms shall do all the reasonable efforts to connect you with a Channel Partner as per your requirement. However, the User acknowledges that Channel Partner shall provide User/You the services and therefore the same is subject to the contract between YOU and the Channel Partner. XoboRooms shall never be a party to any such contract. By using this website, you hereby acknowledge and agree that XoboRooms is not a PG/Hostel house owner and has no control over the conduct or behavior of the Channel Partner or the quality, fitness or the suitability of the services provided by Channel Partner. XoboRooms disclaims any and all liabilities in this regard.

1. TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between Channel Partner and XoboRooms governing access to and use of the XoboRooms website. Your use of the Website and/or agreement signed (either electronically or otherwise) is an acknowledgment that you have reviewed the Terms and Conditions for channel partner listed at https://xoborooms.com and agree to comply with these Terms.

XoboRooms reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the XoboRooms website. We will also provide you with notice of the modifications by email when they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the XoboRooms website will constitute acceptance of the revised Terms.

2. INTELLECTUAL PROPERTY

XoboRooms has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high quality budget accommodation and connecting such network hotels to potential customers on a large scale under the mark “XoboRooms” and other associated logos, designs and brands (“Marks”) while each Channel Partner in the network continues to be an independent entity having an independent business which continues to provide services to their customers under their respective and distinct brand name/ logo/ name of establishment. The system includes proprietary and distinctive techniques, technology, training methods, operating methods, designs and decor, uniform apparel, colour schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (“Know-How”), all of which may be modified from time to time by XoboRooms, and which are directed towards promoting the network Channel Partner in a manner that will enhance the goodwill associated therewith.

The Channel Partner agrees in order to protect the XoboRooms’s intellectual property rights and maintain the common identity and reputation of the network, the Channel Partner must comply with quality specifications laid down by XoboRooms from time to time. Any breach by Channel Partner in respect thereof may cause irreparable harm and injury to XoboRooms and its intellectual property.

3. TERMS OF OPERATIONS

A. USE OF XOBOROOMS PLATFORM & INTELLECTUAL PROPERTY

XoboRooms grants to the Channel Partner during the period of this Agreement and subject to the terms and conditions hereof the permission to (i) utilize the Know-How and (ii) be listed on XoboRooms Platform or any other online website, as may be expressly permitted by XoboRooms in writing, to market or promote bookings at the Channel Partner by associating with the Mark “XoboRooms”.

The Channel Partner undertakes that it will list 100% of its total room inventory on XoboRooms Platform.

Each Channel Partner shall be solely responsible for providing the accommodation services to its customers. Once a booking has been confirmed to a customer on XoboRooms Platform, the Channel Partner shall honor such bookings. In the event, the Channel Partner is unable to honor the booking for any unforeseeable circumstances, the Channel Partner shall provide alternate accommodation of comparable standards at the same price and without prejudice to its right to indemnification.

XoboRooms may advise the Channel Partner in modifying the Premises to meet XoboRooms standards and agree on alterations or modification that may be required at the Premises through a mutually agreed “Transformation Audit Report”. The Channel Partner shall ensure that the Premises is maintained and run as per the standards set out in the Transformation Audit Report and/or the operating, brand and XoboRooms standards as may be published (online or otherwise) from time to time during the term of this Agreement. XoboRooms shall have the right to amend these standards unilaterally and shall keep the Channel Partner notified of any alterations and/or improvements in or to the operating, brand or XoboRooms standards.

The Channel Partner acknowledges that it may be entitled to incentives or may be subject to disincentives based on its performance ranked and measured in accordance with the XoboRooms’s intellectual property protected Property Partner Scoring Policy as may be communicated by XoboRooms from time to time. The Channel Partner agrees that the ranking and performance rating shall be as per the sole opinion of XoboRooms and the same shall not be subject to dispute by the Channel Partner. XoboRooms shall have the sole discretion to change the terms of the said policy from time to time.

B. SERVICE FEES

XoboRooms shall be entitled to fees (hereinafter, “Service Fees”) for providing XoboRooms services to the Channel Partners. This Service fees shall be exclusive of all taxes applicable to such transaction.

4. CONFIDENTIALITY

During the term of the Agreement and thereafter all documents and instruction either supplied by XoboRooms or collected by the Channel Partner in the course of this Agreement including the brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement, account and sales information etc. shall be considered as secret or confidential information of XoboRooms and the Channel Partner undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement.

5. TAXES

Each Party with respect to the services rendered in its individual capacity would be solely responsible for compliance with all applicable laws and payment of all applicable taxes, cess or duties as may be required.

Service fees fee charged by XoboRooms to Channel Partners for providing Services shall be exclusive of all taxes applicable to such transaction.

In this regard it is further clarified that the Channel Partner is solely responsible for providing boarding and lodging services to the customers on commercial basis and hence shall be solely responsible to pay appropriate taxes, cess or duties that may be levied on such service and any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services.

In the event XoboRooms is made liable to pay any tax under any law for the time being in force applicable on “Channel Partner”, the Parties agree that XoboRooms shall have a right to recover the same from the Channel Partner. The Channel Partner shall pay such amount without any demur or protest. XoboRooms may furnish certificate/ document to demonstrate such claim for payment and proof of deposit of such tax from time to time.

6. EXCLUSIVITY

The Channel Partner shall not during the period of its Agreement with XoboRooms, enter into any agreement directly or indirectly to engage with online aggregators in any manner for or in relation to selling/ marketing / promoting rooms at the Premises. Provided, however, that the Channel Partner may continue to sell/promote rooms either directly or through any other business partner, the service provider (other than specifically named above) for marketing or booking services through the online or offline channel with the prior written consent of XoboRooms.

Notwithstanding anything stated herein, if the Channel Partner defaults/breaches its obligation under this clause then the Channel Partner shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages as may be determined by XoboRooms.

Breach of the obligation under this clause shall be deemed to be a breach of material obligation and in addition to the remedies provided, XoboRooms shall have a right to terminate the Agreement.

7. RIGHT TO INSPECT

XoboRooms shall have a right to undertake periodic audits/ surprise checks to ensure that the Channel Partner is adhering to the standards of XoboRooms from time to time. XoboRooms shall have a right to conduct such audit without prior notice and through mystery customers. The Channel Partner shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.

XoboRooms shall have a right to review the Guest records of the Channel Partner. The Channel Partner shall co-operate during such audit and provide necessary and correct information

8. TERM AND TERMINATION

The term of this Agreement shall be valid and binding upon the Parties for a period of 12 months from the date of acceptance of Agreement. The Agreement will be considered to be automatically renewed for another 12 months unless terminated by either Party in accordance with the Terms of this Agreement.

9. WARRANTIES

Channel Partner represents and warrants that it has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all its obligations, terms and conditions hereunder and neither the execution nor delivery of this Agreement, nor fulfillment nor compliance with the terms and provision hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter document or bye-law, if any, or any agreement, restriction, instrument, order , judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.

10. JURISDICTION

If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms & Conditions, such dispute shall be referred to the arbitration of a single arbitrator to be appointed by Parties. The arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in New Delhi.

The courts in New Delhi shall have exclusive jurisdiction to settle any disputes between the Parties under this Agreement.