1.1 Mana Markets owns the software application and website and the "App" for the online ordering and delivering items from various registered retail stores to the client who would have placed orders online. The app is available for download from various app stores identified by __________ from time to time, on compatible electronic devices, or accessible through the website. The App is owned and operated by Mana360. This Partnership Agreement constitutes a legal agreement between the registered Retailer and Mana Markets.
1.2 The Retail store will be required to complete registration forms in order to become a registered Retailer with Mana Market who would become service provider to the Retailor.
1. 3 Partner acknowledges and agree that Mana Market is a technological service provider that does not own any retail store, does not provide any itemized service or agent for any chain of retail stores.
1.4 In order to use this service, Partners must agree to the terms and conditions that are set forth below. Upon Partner’s execution (electronically or otherwise) of this agreement, Partner and Mana Market shall be bound by the terms and conditions set forth herein.
2. USE OF MANA MARKET SERVICE
2.1 Mana Market will have the Partner’s clients register on the app where they are able to order food as it appear on the menu. The food as ordered will be delivered to the client as ordered. The physical address of the client will be provided to the driver by the Partner. Partner agree that it will and that it will ensure that it prepares the food as ordered by the client.
2.2. The Partner will provide Mana Market with its updated items including prices and special as and when such special arises.
2.3 Partner acknowledges and agree that partner’s provision of services to client creates a legal and direct business relationship between Partner and the client, to which neither Mana Market nor any of its affiliates is a party. The Partner acknowledges and agree that it and its employees are solely responsible for taking such precautions and may be reasonable and proper.
2.4 Partner acknowledges and agree that the provision to the Partner of the app by Mana Market creates a legal and direct business relationship between Mana Market and Partner. Mana Market and its affiliates shall not be deemed to, directly control Partner or its business, including in connection with the operation of Partner’s business, the provision of food service.
2.5.1 Partner acknowledges and agree that (a) after the delivery of item as ordered, a client will be prompted by Mana Market mobile application to provide rating of such services and, optionally to provide feedback and comments about the services and driver.
2.6.1 Mana Market encourages Partner to use provided devices for providing the services. Partner are responsible for the acquisition, cost and maintenance of such device as well as any necessary wireless data plan.
2.7.1 Partner acknowledges and agree that each drive’s geo-location information must be provided to the Mana Market services via a device in order to provide item delivery services.
3. Financial Terms
3.1 Mana Market is entitled to charge a fare for each instance when a customer of the Retailor places an order for item delivery using the app as owned and managed by Mana Market.
3.2 Where such fare is calculated based upon base fare amount plus distance as determined by Man Market using location-based services enabled through the device.
3.3 Mana Market reserves the right to change the fare calculation at any time in its discretion based upon market factor.
3.4 The Partner is referred to the payment and cancellation policy of this Partnership Agreement.
3.5 Partner agree to pay Mana Market a service fee on a transaction-based calculation as a percentage of the fare as provided to the partner by Mana Market via e-mail from time to time.
3.6 Partner acknowledge and agree that the client may elect to cancel the order they have placed and that has been accepted by a Retail store at any time prior to the delivery take place. In the event that the user cancels an accepted request for transportation service, Mana Market may charge the client a cancellation fee on behalf of the Partner.
3.7 Partner acknowledges and agree that it is required to complete all, tax registration obligations and calculate and remit all tax liabilities related to the provision of this service as required by the tax laws of the country.
4. Proprietary rights; licenser
4.1 Mana Market hereby grants partner a non-exclusive, royalty free, non-transferable, non-sublicensable, non-assignable license during the term of this agreement to use the app in connection with the provision by Mana Market solely for the purpose of providing ordering food on line service to their clients.
4.2 The Mana Market services, the app and Mana Market data, including the intellectual property rights herein, and the Mana Market devices are and shall remain the property of Mana Market.
5.1 Each party acknowledges and agrees that in the performance of this agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party. Confidential information includes Mana Market data, client’s information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
6.1 Mana Market shall not be liable for the payment of any insurance to any client or any item ordered by the client.
6.2 In the event of any loss or damage to the item, the client shall lodge its claim against such loss or damage directly with the Partner, who would have made the client aware of such insurance during the ordering process.
7. Representations and warranties; disclaimer
7.1 Partner hereby agrees and warrants that it has full power and authority to enter into this agreement and perform its obligations hereunder, that it has not entered into, and during the term of this agreement will not enter into, any agreement that would prevent it from complying with this agreement, including holding and complying with all permits, licences, registrations and other governmental authorization necessary to provide transport services to a third party.
7.2 Mana Market provides, and Partner accepts the Mana Market service, the app and the Mana Market device on an “as is” and “as available” basis. Neither Mana Market nor its affiliate warrants or guarantees that partner access to the Mana Market services, the app or Mana Market device will be uninterrupted or error free, or will result in any requests for transport service.
7.3 Neither Mana Market or its affiliate guarantee the availability or uptime of the Mana Market services or the app. Partners acknowledge and agree that Mana Market service or the app may be unavailable at anytime and for any reason.
8.1 Partners shall indemnify, defend and hold harmless Mana Market and its affiliates and their respective employees, directors, agent, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines and taxes arising out of or related to partner’s breach of its representation, warranties or obligation under this agreement, a claim by a third party directly or indirectly related to partner’s provision of delivery of food service or use of the Mana Market services.
9. Terms and termination
9.1 This agreement shall commence on the date that agreement is executed by the Partner and shall continue until terminated as set forth herein.
9.2 Either party may terminate this agreement without cause at any time upon seven (7) days prior notice to the other party, immediately without notice for the other party’s material breach of this agreement or immediately without notice in the event of the insolvency or bankruptcy of the other party or upon the other party’s filing or submission of request for suspension of payment against the terminating party.
9.3 Upon termination of the agreement, Partner shall promptly return to Mana Market all devices, and immediately delete and fully remove the app from any applicable devices.
10. Relationship of the parties
10.1 Except as otherwise expressly provided herein with respect to Mana Market acting as limited payment collection agent solely for the purpose of collecting payment from clients on behalf of Partner, the relationship between the parties under this agreement is solely that of independent contractor.
11. Miscellaneous terms
11.1 Mana Market reserves the right to modify the terms and conditions of this agreement at anytime.
11.2 If any provision of this agreement is held to be illegal, invalid, unenforceable, in whole or in part, under any law or part thereof shall to that extent be deemed not to form part of this agreement shall not be effected.
11.3 Partners may not assign or transfer this agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. Mana360 may assign or transfer this agreement or any or all of its rights or obligations hereunder, in whole or in part, under this agreement from time to time without consent.