"Kindly review this Terms and Conditions thoroughly. By clicking the "I agree" button, you acknowledge and accept the terms and conditions outlined in this Agreement, committing to abide by them."
The corporate entity known as Good To Grab Private Limited, referred to as "Good To Grab" or “GTG” or "we" or "us" or "our," and "Partner(s)" refers to individuals, organizations, or businesses selling surplus food via Good To Grab app. "User(s)" refers to any individual or entity accessing or using our services.
3.2 Service Delivery. Upon fulfilling your obligations under this Agreement, GTG will grant you access to the Services specified in the Agreement. GTG will provide these Services to Partner for the duration of the Subscription Period (as defined in Section 5.2 below), solely for internal business purposes. This includes granting access, allowing them to utilize the Services as an information resource for their Business Purpose, if they comply with the specified restrictions.
4. FEES
4.1 Payment and Invoices. All payments owed to GTG must be made in Rupees, unless stated otherwise in an Agreement. Upon receiving an invoice from GTG, Partner is responsible for paying the fees indicated in the applicable Agreement. Unless specified otherwise in the Agreement, fees for recurring Services, including subsequent Subscription Periods, will be invoiced monthly in arrears. These fees are non-refundable, except as otherwise stated in this Agreement.
4.2 Discounts. Any price discounts mentioned in an Agreement or similar document apply only for the specified Subscription Period. GTG is not obligated to continue offering the same discount for subsequent subscription periods.
4.3 No Refunds or Credit. Unless otherwise specified in these terms, we will not provide any refunds or credits if either party terminates your Subscription in accordance with the terms outlined herein.
4.4 Trials. If GTG offers you a trial for certain Services, the details will be specified in an Agreement. Following the trial period, your access to those Services will cease. To continue using the Services after the trial, you will need to purchase a subscription.
4.5 Subscription Renewal Pricing. If GTG modifies the non-discounted price of your Subscription, we will notify you at least 30 days prior to the effective date of the new price. If you have received a discount on our regular subscription prices, the discount may end upon renewal of your Subscription.
4.6 Taxes. Partner agrees to pay or reimburse GTG for any sales, value-added, or similar taxes (excluding income taxes or taxes based on GTG's revenue) imposed by governmental, regulatory, or taxation authorities, or applicable laws, that GTG must collect based on the Partner's ordered Subscription. The fees listed in an Agreement do not include such taxes.
4.7 Purchase Orders. Partner acknowledges that no purchase order is required for timely payment of its obligations under this Agreement. However, if Partner chooses to issue a purchase order or a similar document, it must be provided to GTG within 30 days after executing each Agreement. Partner acknowledges that only the terms and conditions of this Agreement govern the relationship between the parties, and any terms or conditions in Partner-issued purchase orders or documents are void and hold no legal effect.
4.8 Late Payments. In the event of non-payment by the Partner as required, the Partner agrees to pay late payment charges of 1.5% per month (or the maximum interest charge permitted by law, if lower) on the outstanding balance from the original due date. The Partner also agrees to cover reasonable collection costs, including attorneys' fees. However, this charge does not apply to fees disputed in good faith, if the undisputed portion of the fees on the invoice has been paid on time. Furthermore, if the Partner fails to pay all undisputed invoices in a timely manner, GTG may suspend access to the Subscription for the Partner and its authorized representatives, with notice to the Partner.
5. TERM & TERMINATION
5.1 Term. This Agreement takes effect on the date when an Agreement is first signed by Partner (the "Effective Date") and remains in effect until the Subscription expires or is terminated in accordance with Section 5.4 (the "Term").
5.2 Subscription Period. The Subscription Period begins on the specified Subscription Start Date in the Agreement and continues for the duration indicated in that Agreement. If additional Subscriptions are added to this Agreement, they may be required to end on the same date as the first Subscription (or its renewal) under this Agreement, aligning all Subscriptions to have the same renewal date. The fees for each new Subscription Period will be prorated accordingly.
5.3 Expiration. Unless stated otherwise in the applicable Agreement, the Subscription will automatically renew at the end of the Subscription Period for a period equal to the initial Subscription Period. Either party may provide written notice via email to the other party's designated contact (as listed in the Agreement) at least thirty (30) days before the Subscription End Date (or Renewal Term) if they intend not to renew the Agreement, or if the Agreement is otherwise cancelled as specified in the Agreement. GTG will make commercially reasonable efforts to notify Partner in advance of the pending automatic renewal, either by email to the designated Contact or the billing contact listed in the most recent Agreement. For Subscription Periods longer than one month, GTG will provide notification of the pending renewal at least thirty (30) days before the Subscription End Date of the current Subscription Period. Partner acknowledges that GTG is not liable for any Damages (as defined in Section 11.1) resulting from Partner's failure to renew the Subscription in a timely manner as outlined herein.
5.4 Termination for Cause. In the event of an alleged material breach of this Agreement, the party claiming the breach must provide written notice to the other party, specifying the claimed breach with reasonable specificity. The other party will have thirty (30) days (or ten (10) days if the breach pertains to Section 4 (Fees) or Section 6 (Confidential Information and Intellectual Property)) from receipt of the written notice to remedy the breach. If the breach remains unresolved after this period, the party claiming the breach may terminate the Agreement for cause.
5.5 Effect of Termination. Upon termination for any reason: (i) Partner and its authorized representatives must immediately cease accessing or using any parts of the Subscription; (ii) each party must return any property belonging to the other party that is in its possession or control, and (iii) all rights granted to Partner, or its Users under this Agreement will cease.
5.6 Survival. The provisions of Sections 1, 4, 5, 6, 10, 11, and 12 will survive the expiration, termination, or rescission of this Agreement.
6. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
6.1 Confidential Information. Each party recognizes that during this Agreement, they may have access to non-public information of the other party that is confidential or proprietary and derives independent value from not being widely known to the public. This information includes technical, financial, operational, and business details (referred to as "Confidential Information"). Partner's Confidential Information encompasses the Partner Data, while GTG's Confidential Information includes GTG Data, the Services (including all parts thereof), and the terms and conditions of this Agreement, including prices and descriptions in an Agreement. Any suggestions, feedback, or ideas relating to the Services, as well as any improvements, corrections, or modifications provided by Partner to GTG, are considered GTG's Confidential Information. GTG has the freedom to use such information without any restrictions or compensation to Partner or its authorized representative(s).
6.2 Exclusions. Confidential Information does not include: (i) information that the receiving party already knew or developed independently without reference to the Confidential Information, (ii) information that becomes publicly known without any action or omission of the receiving party, or (iii) information received from a third party without a confidentiality obligation regarding such information.
6.3 Obligations. The receiving party is responsible for ensuring that its representatives, employees, agents, and subcontractors (as applicable) make commercially reasonable efforts to maintain the confidentiality of the Confidential Information. The receiving party must take commercially reasonable security measures, at least equal to those used to protect its own confidential information, to safeguard the Confidential Information.
6.4 Limited Use & Non-Disclosure. The receiving party may use the Confidential Information solely in connection with this Agreement. It must not disclose, directly or indirectly, any Confidential Information to third parties, except to its officers, directors, employees, consultants, and agents, as well as its affiliates, on a need-to-know basis. However, these parties must have executed appropriate written agreements that enable them to comply with all the provisions of this Agreement. We may also share your Confidential Information on a similar confidential basis within the GTG corporate group, including our parent company, subsidiaries, advisors, auditors, financiers, and any third parties conducting due diligence on us. The receiving party may disclose Confidential Information in compliance with a judicial or governmental order, provided it gives the disclosing party reasonable notice before such disclosure and adheres to any applicable protective order or equivalent requirement.
6.5 The Services. GTG retains sole ownership of the Services, including GTG Data (and any complete or partial copies thereof in any medium or form), and all Intellectual Property Rights associated with them. "Intellectual Property Rights" includes rights such as patent applications, patents, copyrights, moral rights, database rights, trademarks, service marks, trade names, trade secrets, and any other intellectual property or proprietary rights recognized or enforceable under applicable laws, rules, regulations, or international treaties. Subject to the terms and conditions of this Agreement and any third-party software or service agreements notified to Partner, GTG grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services specified in an Agreement. Partner may use the Services solely for its Business Purpose within the geographic region indicated in the relevant Agreement, in accordance with GTG's documentation and established usage standards. These rights extend to Partner's employees, authorized agents, affiliates, franchisees, and their respective employees and authorized agents. However, Partner remains fully responsible and liable for the actions and omissions of its affiliates, franchise partners, employees, and agents. Except as expressly provided in this Agreement, neither Partner nor its Users have any other rights concerning the Services and must not take any actions inconsistent with the acknowledgment.
6.6 Server Information & Analytics. As part of providing the Services, Partner acknowledges and agrees that GTG may collect and use benchmarking, transactional, or performance information or data obtained or generated through the Subscription or GTG servers. This information may include traffic patterns, activity, page impressions, field and record counts or types, and similar analytics conducted on the Subscription or any Data, on an anonymous and de-identified basis (referred to as "Server Information"). All Server Information is considered GTG's Data and GTG's Confidential Information. It should be noted that any analytics derived from the Server Information will be anonymous in relation to Partner, its affiliates, and their Users. Such analytics will not reasonably allow identification of Partner, its affiliates, or their Users, and will not contain personal data.
6.7 Partner Data. Partner retains ownership of the Partner Data, including all Intellectual Property Rights associated with it (and any complete or partial copies thereof in any medium or form). During the Term, Partner grants GTG and its agents a non-exclusive, worldwide, royalty-free right to use, copy, modify, make available, display, and adapt the Partner Data for the purpose of providing the Services to Partner. Except as expressly provided in this Agreement, GTG does not possess any other rights concerning the Partner Data and must not take any actions inconsistent with the acknowledgment.
7. Publicity
7.1 GTG Marks. The trademarks associated with the Services, such as GTG, Platform, and other names and logos ("GTG Marks"), are the exclusive trademarks of GTG. Any other trademarks, logos, or marks of third-party products, services, or companies mentioned within the Subscription are the trademarks and/or service marks of their respective owners.
7.2 Use of GTG Marks. During the applicable Subscription Period, GTG grants Partner the limited right to use the GTG Marks associated with the purchased Subscription solely for the Business Purpose, in accordance with GTG's published guidelines for their use.
7.3 Partner Marks. During the applicable Subscription Period, Partner agrees that GTG may identify Partner as a customer of GTG and is granted the right to use Partner's trademarks, trade names, trade symbols, and logos (collectively "Partner Marks") for the purpose of marketing and promoting GTG, the Services, or a specific part thereof.
8. Compliance and Third-Party Sites
8.1 Responsibility for Compliance. Partner acknowledges that it bears sole responsibility for complying with all applicable laws and governmental regulations that affect its business. Partner also acknowledges that any use it makes of the Subscription, including any reports generated, is its own responsibility. GTG cannot provide legal advice regarding compliance with laws and regulations, and Partner must not interpret the Services as legal advice in this regard.
8.2 Third-Party Sites. The Services may include links to websites operated by third parties. These third-party websites are not necessary for using the Services or fully exercising Partner's rights under this Agreement. GTG is not responsible for the accuracy or content of these third-party websites. GTG does not endorse or make any representations regarding the content, products, or services offered on these third-party sites. The presence of a link in the Services does not serve as an endorsement of the linked site or any other site. These links are provided for convenience purposes only. Any reference to specific products, processes, or services by trade name, trademark, service mark, manufacturer, or any other means does not imply endorsement, approval, recommendation, or certification by GTG.
9. Disclaimer of Warranties
9.1 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GTG makes no warranties or representations regarding the Services, including but not limited to their uninterrupted availability or absence of errors, omissions, or defects. GTG expressly disclaims all conditions and warranties, whether express or implied, including but not limited to warranties of merchantability, system integration, interference fitness for a particular purpose, accuracy, and non-infringement. Any use of the Services is at the sole risk of the Partner.
9.2 PARTNER ACKNOWLEDGES THAT THE SERVICES ARE DELIVERED AS SOFTWARE AS A SERVICE WITH MULTIPLE RELEASES PER YEAR. Therefore, the Services may be periodically updated by GTG. These updates may result in the addition, enhancement, modification, improvement, substitution, discontinuation, or other changes to specific features, functions, or components of the Services, as further described in the release notes of each version. However, such changes will not materially diminish the Services or Partner's use of them as intended under this Agreement.
9.3 GTG DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND ARISING FROM OR RELATED TO: (A) ANY ERRORS OR OMISSIONS IN THE SERVICES, INCLUDING BUGS, TECHNICAL INACCURACIES, OR TYPOGRAPHICAL ERRORS; (B) THE UNAVAILABILITY OF THE SERVICES OR ANY PART THEREOF, INCLUDING ANY LOSS OF DATA; (C) PARTNER'S USE OF THE SERVICES, THEIR ACCESSIBILITY, OR ANY DECISION MADE USING THE SERVICES; (D) UNAUTHORIZED ACCESS TO THE SERVICES, DATA, OR OTHER PROVIDED INFORMATION; OR (E) PARTNER'S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES OR THE ACCESSIBLE INFORMATION.
9.4 If a court of competent jurisdiction determines that the exclusions stated in this section are unenforceable, then all implied warranties and conditions will be limited to a duration of thirty (30) days after the effective date. No implied warranties or conditions shall apply after that period.
10. Limitations of Liability
10.1 GTG, its affiliates, or any other party shall not be liable to Partner, its authorized representatives, or any other person or entity for any incidental, indirect, special, punitive, or consequential damages (including lost profits, lost data, loss of use, or claims of third parties) arising out of or in connection with this Agreement, its subject matter, or the use of (or inability to use) the Services. This applies regardless of the form of action, whether in tort (including negligence or strict liability), contract, or otherwise, and regardless of whether GTG or any other party was advised of, or could have anticipated, the possibility of such damages. However, direct damages arising from or in connection with this Agreement or its subject matter are not subject to this limitation.
10.2 The total cumulative liability of GTG and its affiliates for all claims under any theory of law arising out of or in connection with this Agreement shall not exceed, in the aggregate, the fees paid by Partner in the subscription period during which the first of such claims occurred.
10.3 GTG shall not be liable for any damages for breach of contract under this Agreement unless it has received written notice of such breach at least thirty (30) days prior and has had an opportunity to remedy the breach within the notice period.
10.4 The parties intend for the above limitations of liability to apply even if any limited remedy fails to achieve its essential purpose. However, if a jurisdiction does not allow the limitation of liability for incidental, consequential, or certain other types of damages, the exclusions set forth above may not apply to the extent prohibited by law. These limitations of liability do not apply to either party's liability for: (A) fraud, gross negligence, or wilful misconduct; (B) its indemnification obligations under this Agreement; or (C) a breach of its confidentiality or data protection obligations under this Agreement.
11. Indemnification
11.1 Partner: Partner agrees to defend, indemnify, and hold harmless GTG, its affiliates, and their directors, officers, employees, agents, successors, and assignees from any and all claims, demands, causes of action, costs, losses, damages, expenses (including reasonable attorneys' fees), or liabilities (collectively referred to as "Damages") asserted by any third party arising from (i) the gross negligence or intentional misconduct of Partner or its authorized representatives, and/or (ii) the use of the Services by Partner or its users.
11.2 GTG: GTG agrees to defend, indemnify, and hold harmless Partner, its affiliates, and their directors, officers, employees, agents, successors, and assignees from all Damages incurred from claims by any third party arising from (i) the gross negligence or intentional misconduct of GTG, and/or (ii) the Services infringing a third party's Intellectual Property Rights.
11.3 Exclusions: GTG's indemnity obligation does not extend to claims (i) arising from or related to the combination of the Services with hardware or software not provided by GTG, or (ii) if Partner refuses to use the most current version of the Services. Each party's indemnity obligation does not extend to claims if the indemnified party fails to promptly notify the indemnifying party of the claim, fails to promptly give sole control over the defence and settlement of the claim to the indemnifying party, or fails to promptly provide reasonable cooperation to the indemnifying party in such defence or settlement.
11.4 Injunction: In the event of actual or alleged infringement or injunction, GTG has the right, at its expense and discretion, to (i) secure the right for Partner to continue using the Services, (ii) modify or replace the Services with compatible, functionally equivalent components that do not infringe on any third-party rights, or (iii) terminate this Agreement without additional liability, refunding any prepaid but unused portion of the Subscription fees to Partner.
12. General Terms
12.1 Relationship of the Parties: Both parties acknowledge that they are independent entities, and this Agreement does not create a partnership, joint venture, fiduciary, agency, or affiliate relationship between them. Each party is responsible for its own employees, and neither party is responsible for the employees of the other party.
12.2 Force Majeure: Neither party will be considered in default of this Agreement if the performance of its obligations or attempts to cure a breach are delayed or prevented due to events beyond its reasonable control, such as acts of God, government actions, or other circumstances. If such delay or non-performance continues for at least thirty (30) days, the affected party may choose to terminate the Agreement without charge and receive a refund of any prepaid fees.
12.3 Equitable Relief: Both parties agree that a violation of the confidentiality or intellectual property provisions (Section 6) may cause irreparable harm that cannot be adequately compensated by monetary damages alone. Therefore, the non-breaching party may seek injunctive or equitable relief to enforce these provisions or prevent any actual or threatened breach, without the need to post a bond. This right is in addition to any other remedies available under the Agreement, at law, or in equity.
12.4 Notices: All notices, requests, and demands under this Agreement, except for invoices and routine communications, shall be in written electronic form and will be effective upon receipt. Notices should be sent via email, with Partner using the email listed in the most recent Agreement and GTG using [email protected]. Either party may change the designated recipients and addresses for notices by providing prior written notice to the other party.
12.5 Entire Agreement, Amendment & Waiver: This Agreement supersedes all prior discussions and agreements between the parties and constitutes the entire agreement regarding the subject matter. GTG may make changes to the Agreement, providing prior notice before the changes take effect. The updated terms will apply to future use of the Services. Failure to enforce any rights or remedies under the Agreement does not waive the right to enforce them in the future.
12.6 Assignment: Neither party can assign its rights or obligations under this Agreement without the prior written permission of the other party, except for assignment to an affiliate or successor through merger, acquisition, or reorganization. Any unauthorized assignment is void and constitutes a material breach. If an assignment is permitted, written notice must be provided. This Agreement is binding on the parties, their successors, permitted assigns, and legal representatives. No other person has rights or benefits under this Agreement as a third-party beneficiary.
12.7 Law & Venue: This Agreement is governed by Indian law and will be construed accordingly. Any disputes arising from this Agreement will be subject to the jurisdiction of Hyderabad, India.
12.8 Judicial Modification: The parties intend that this Agreement is valid and enforceable as written. If any provision is determined to be unenforceable, the parties intend for it to be interpreted to the maximum extent enforceable under applicable law. The severability of provisions ensures the enforceability of the remaining Agreement.
12.9 Counterparts: This Agreement may be executed by electronic means and in multiple counterparts, each of which is considered an original. In case of ambiguity or interpretation, the Agreement is construed in English without regard to translations. The word "including" means "including without limitation," and "affiliates" refers to entities controlling, controlled by, or under common control with a party, both before and after the execution of the Agreement.
