User Agreement

Vendor Agreement (Terms of Service)- India 

This agreement contains terms of service to be executed between EXZEPT EXPEDITION  PRIVATE LIMITED and the “VENDOR”, in our business means the ‘Hosts’ who are registering  their properties on our website or application and generating business and revenues through it. 

By accessing or using the EXZEPT Platform, you agree to comply with and be bound by these  Terms. 

Table of Contents 

1. Terms of Service 
2. Terms of Operations 
3. Payment and Reconciliation  
4. EXZEPT Products 
5. Invoicing 
6. Set-off 
7. Taxes 
8. OTA Related Terms 
9. Right to Audit and Inspect 
10. Intellectual Property 
11. Term and Termination 
12. Indemnity 
13. Limitation of Liability 
14. Representation and Warranties 
15. Miscellaneous 

TERMS OF SERVICE

By accepting to onboard your property on the EXZEPT platform, the EXZEPTVendor agrees to be  bound by the Terms of Service mentioned herein, the commercial terms agreed during the on boarding process along with the recommended EXZEPT Policies and, including such other  supplemental policies and terms linked to in these Terms which are incorporated by reference,  and which collectively form part of your agreement with EXZEPT (collectively referred to as  “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from using the  EXZEPT Platform. 

 “EXZEPT”, “we”, “us” or “our” refers to the EXZEPT EXPEDITION PRIVATE LIMITED entity with  whom you are contracting. The Terms constitute a binding legal agreement between you and  EXZEPT which will govern your access to and use of the EXZEPT Platform. This Agreement will equip the EXZEPTVendors with the capability and technology to enable  them compete better, achieve high occupancies and improve earnings, by listing their Property,  on EXZEPT’s Platform to offer accommodation and various other services to EXZEPT’s customers  in search of quality accommodation. The Property will be listed in its original Farm House name  with a tag “powered by EXZEPT”. 

TERMS OF OPERATIONS

• Use of EXZEPT Platform 

1. EXZEPT makes the EXZEPT Platform available only to EXZEPTVendors who have created an Account on EXZEPT Platform and provided the Account Information. You will be responsible for accuracy and integrity of the Account Information provided for the  Account and to keep the Account Information up to date. Any updates to the Account  Information will only be applicable once the same has been verified by EXZEPT. Further,  you are fully responsible for all activities that occur under your Account. In this regard,  you authorize EXZEPT to make any inquiries (either directly or through third party  agencies) to verify your identity. This process may include (i) searching third-party  databases and requisitioning associated reports, (ii) requesting you to furnish a  government identification (e.g., driver’s license, passport etc.), along with other  information about you; or (iii) requesting you to furnish documents to confirm  ownership of your Property, banking information and other details as deemed necessary  by EXZEPT. EXZEPT reserves the right to terminate, suspend, or limit access to the  EXZEPT Platform in the event we are unable to obtain or verify any of the information  necessary to complete the Account Information. 
2. Once the Account is activated, EXZEPT grants the Vendors, during the period of this Agreement and subject to the terms and conditions hereof, the permission to (i) utilize the Technological Know-How and (ii) be listed on the EXZEPT Platform, to market or  promote bookings, to provide accommodation services to EXZEPT customers. 
3. The Vendor acknowledges that it shall provide its services to the EXZEPT customers as per the operating standards which may be prescribed by EXZEPT, from time to time, (whether EXZEPT customer is attracted through EXZEPT Platform or otherwise). 
4. EXZEPT may advise the Vendors in modifying the Premises to uplift revenue generation opportunities for the Vendor and enhance the consumer experience.
5. All operating costs, including the cost of employees, manpower, consumables, utilities, rents, taxes, Approvals, safety & security measures, etc. shall be the sole responsibility of the Vendor. 
6. The EXZEPTVendor acknowledges that its performance may be ranked and measured in accordance with the EXZEPT Policies related to quality score, as may be communicated by EXZEPT from time to time, and the customer feedbacks and reviews. The EXZEPTVendor agrees that the ranking and performance rating shall be as per the sole  opinion of EXZEPT and the same shall not be subject to dispute by the EXZEPTVendor. EXZEPT shall have the sole discretion to change the terms of the said policy from time to  time. 
7. The EXZEPTVendor acknowledges that its performance may be ranked and measured in accordance with the EXZEPT Policies related to quality score, as may be communicated by EXZEPT from time to time, and the customer feedbacks and reviews. The  EXZEPTVendor agrees that the ranking and performance rating shall be as per the sole  opinion of EXZEPT and the same shall not be subject to dispute by the EXZEPTVendor.  EXZEPT shall have the sole discretion to change the terms of the said policy from time to  time 
8. Due to the nature of the Internet, EXZEPT cannot guarantee the continuous and uninterrupted availability and accessibility of the EXZEPT Platform. EXZEPT may restrict the availability of the EXZEPT 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  EXZEPT Platform. EXZEPT may improve, enhance and modify the EXZEPT Platform and  introduce new EXZEPT Services from time to time. In case of any such interruption, the  EXZEPTVendor shall at all time honor the reservations made by EXZEPT customers on  the EXZEPT Platform, OTA and all online/offline channels as the case may be.

Property Listing 

The EXZEPTVendor shall, at all times, comply with respective terms and conditions  associated with the use of the EXZEPT Platform, EXZEPT devices and Technological Know how and acknowledges that Listing of the Property on EXZEPT Platform and other OTA’s is  subject to EXZEPT on-boarding requirements and EXZEPT Policies. EXZEPT reserves the right  to suspend, at any time, the Property listing from the EXZEPT Platform and other demand  channels including OTA’s and make it unavailable for reservation by EXZEPT customers for  reasons that are more particularly described under the Suspension of Listing clause. The  revenue, inventory and booking management of the Property after the execution of this  Agreement shall be managed by EXZEPT (including through its online and B2B sales  channels). The EXZEPTVendor shall provide detailed particulars to EXZEPT on the Property  and shall check the accuracy of all particulars on the EXZEPT Platform (including but not  limited to name, location, map, amenities, etc.) and inform EXZEPT immediately of all  discrepancies. The EXZEPTVendor agrees and acknowledges that in order to improve  visibility of a Property on EXZEPT Platform and or any other websites, EXZEPT at its own  expense, shall have the right to take and publish pictures of the EXZEPTVendor’s Property  during the validity of this Agreement. It is understood and agreed by the EXZEPTVendor that  the intellectual property rights for all such images shall rest solely with EXZEPT and EXZEPT in no way claims/guarantees with respect to the performance or saleability of the Property  on account of the inclusion of the aforementioned particulars or pictures on EXZEPT Platform and or any other online or offline channels.

Contracted Rooms 

The EXZEPTVendor shall ensure that the Contracted Rooms, Farm House as a whole (in case  the whole farm house is booked) except the Non-Operational Rooms, shall be made  available on the EXZEPT Platform for reservations by EXZEPT customers. Any and all rooms  in the Property (Contracted Rooms or otherwise) shall at all times be under the operational  control of the EXZEPTVendor. Notwithstanding anything stated herein, if the EXZEPTVendor defaults / breaches its obligation under this clause, including but not limited to listing of  Contracted Rooms on any OTA directly, then the EXZEPTVendor shall be deemed to have  breached a material obligation and shall be liable to pay liquidated damages amounting to  twice the average Demand Fee for the last 3 months multiplied by the period from the date  of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the  event 3 (three) months have not elapsed before such breach is detected, the average  Demand Fee for the number of days elapsed since the Go-Live Date shall be considered  while computing liquidated damages in accordance with the formula given above.

Corporate Channels 

EXZEPT may offer rooms and/or banquets at the Property (with/without Value Added  Services) to certain EXZEPT corporate guests / EXZEPT customers under its own name as  part of the B2B demand generated by EXZEPT. For this channel, EXZEPT may purchase the  Contracted Rooms for resale to EXZEPT corporate guests. The EXZEPTVendor shall comply  with the terms of the agreement between EXZEPT and such EXZEPT corporate guests.

Pricing 

Vendor shall have exclusive rights to determine the pricing of Contracted Rooms, Farm  Houses/ other properties, publish such pricing for reservation by EXZEPT customers on the  EXZEPT Platform, OTA and all online/offline channels. The EXZEPTVendor shall also honor  the terms of any discount or promotional or incentive programs that EXZEPT offers to the  EXZEPT customers from time to time. 

25% of the package amount shown by the vendor on our website/app will be charged by  EXZEPT as service fee. Total booking amount will be first routed through EXZEPT’s payment  system. 75% of the booking amount will be transfer to the vendor.Here at EXZEPT, we prioritize clearing all vendor dues on the same day and maximum within  a week. 

Assured Check-in

The EXZEPTVendor acknowledges that guest servicing is a key responsibility under this  Agreement and the EXZEPTVendor agrees and covenants that it shall not deny check-in to  any EXZEPT customer under any circumstances at the Property (i) so long the EXZEPT customer possesses a valid booking for the Property, through the EXZEPT Platform, OTA  and/ or online/offline channels, (ii) has complied with the terms of the booking and (iii) such  bookings were made during the Term of this Agreement. If the EXZEPTVendor denies check in to any EXZEPT customer (including during the suspension of listing on the EXZEPT Platform or termination of this Agreement, where the booking was made prior to such  suspension or termination, as the case may be), then the cost of shifting or relocating such  EXZEPT customers, cost of compensating the EXZEPT customers for inconvenience and/or  payment of penalties/ compensation/ damages/fines levied by a court of law and/or any  ancillary cost, etc., shall be solely borne by the EXZEPTVendor and to that extent the  EXZEPTVendor will keep EXZEPT completely indemnified. EXZEPT has the right to  offset/adjust such amounts against monies due or payable to the EXZEPTVendor and  reserves the right to levy penalties and/or liquidated damages (whether monetary or non monetary) for such check-in denial under EXZEPT Policies. The EXZEPTVendor’s breach of  this provision shall amount to a material breach of the terms of this Agreement. 

Service Standards

The Vendor shall: 

1. operate the Property round the clock throughout the Term in accordance with the terms of this Agreement;
2. shall maintain adequate staff to provide seamless services to EXZEPT customers; 3. update itself on all the Applicable Laws and EXZEPT Policies;
3. maintain a safe, hygienic, secure and sanitized Property at all times;
4. take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Property and guidelines under the EXZEPT Policies related to Safety & Security, including Emergency Response Protocols [Insert hyperlink on EXZEPT Safety & Security  Policy]; and 
5. extend its unconditional cooperation and support towards handling any EXZEPT customer complaints and request for information raised by law enforcement agencies at any time during the subsistence of this Agreement and even thereafter.

Suspension of Listing

a) Notwithstanding, anything to the contrary herein contained, EXZEPT reserves the right to suspend the EXZEPTVendor’s Property and thereby suspend access to all bookings for the Property (received through the EXZEPT Platform and / or other demand channels) till such time as the outstanding issues are   

b) Property may be suspended under the circumstances listed below or other such circumstances as EXZEPT deems fit:

1. failure of EXZEPTVendor to comply with the EXZEPT Policies and the terms of this Agreement;
2.  any civil or criminal or tortious acts, commissions and omissions by the EXZEPTVendor, its employees, representatives, independent contractors;
3. failure of EXZEPTVendor to comply with the Applicable Laws and regulations, including but not limited to obtain requisite Approvals as may be required to operate the Property or renewals thereof and/or maintain registers and records, etc.; 
4. any inquiry / investigation against EXZEPTVendor or the Property which is pending with the law enforcement agencies or any government department;
5. risk of safety or security of EXZEPT customers, EXZEPT employees, representatives, officials including but not limited to threat or assault;
6. ongoing business dispute with the EXZEPTVendor involving settlement and reconciliation of accounts;
7. instances of force majeure that render a Property unfit for receiving reservations from EXZEPT customers;
8. the Property has a continued low guest experience score;
9. change in ownership of Property or if the EXZEPTVendor fails to perform its obligations under the ownership documents;
10. Property is undergoing renovation;
11. EXZEPTVendor undertakes acts of disparagement towards the business and/ or brand and/ or reputation and/ or goodwill of EXZEPT;
12. Any information provided by the EXZEPTVendor to EXZEPT, including on EXZEPT Platform, is found to be false, misleading or inaccurate; and
13. For any other reasons such as denial of check in to guests who have valid bookings/ reservations, poor safety and hygiene etc.

c) Notwithstanding, EXZEPT shall be absolved of all obligations under the Agreement for the duration in which the EXZEPTVendor’s Property is suspended. The EXZEPTVendor shall indemnify, defend and hold harmless EXZEPT, its officers, directors, employees, agents and assigns against all losses, damages,  liabilities, costs or expenses arising out of any actions, disputes, litigations brought against EXZEPT by  (including but not limited to) any customer, private or government authority on account of reasons that  led to the EXZEPTVendor’s Property being suspended or issues that may arise at the EXZEPTVendor’s  Property while the Property is suspended.

Guest Stay Polices

The EXZEPTVendor shall communicate its guest stay policies to EXZEPT at the time of listing,  which shall be evaluated by EXZEPT and implemented only in case the same are approved by  EXZEPT. In such an event, the guest stay policies provided by the EXZEPTVendor shall be  applicable in addition to the EXZEPT Policies related to guest bookings published by EXZEPT.  In case of any inconsistency between the guest stay policies provided by the EXZEPTVendor and the EXZEPT Policies, the EXZEPT Policies shall prevail. Any proposed changes by the  EXZEPTVendor to its own policies shall be communicated in advance to EXZEPT and the  EXZEPT customer, and will not be implemented without prior written consent of EXZEPT.  The EXZEPTVendor confirms that it shall honour all the commitments made in the booking  voucher at all times.

Property Branding

The EXZEPTVendor, upon the execution of this Agreement, shall install such  signage/branding and at such location, on the facade of the Property, as may be instructed  by EXZEPT. Signages shall be placed as per EXZEPT’s discretion depending upon the  demographics and size of the Property, in compliance with Applicable Laws. The  EXZEPTVendor shall be solely responsible for bearing any and all costs associated with the  affixation, removal of and any repair of damage caused to such signage and other material.  Any applicable licenses required or taxes levied by the Central, State or local municipal  authorities in this regard shall also be obtained / borne solely by the EXZEPTVendor. 

3. Payment and Reconciliation

• All payments to the EXZEPTVendor will be made by EXZEPT directly to the account of EXZEPTVendor notified by the EXZEPTVendor to EXZEPT, upon completion of verification of the Account Information. EXZEPT shall not be held liable for any delay in processing the payments to  the EXZEPTVendor due to incomplete Account Information and/or pendency of verification of  the same
• Revenue Assurance: The EXZEPTVendor shall accurately provide all revenue details of the Property i.e. revenue generated by the Property in the preceding week/month to EXZEPT, including but not limited to Walk-in Revenue generated by the Property, and pay EXZEPT its  Fees. The parties agree that the reconciliation cycle period may be changed at the sole  discretion of EXZEPT, in which case such changes will be notified to the EXZEPTVendor. Further,  EXZEPT may from time to time establish standard operating procedures and policies under the  EXZEPT Policies to enable and facilitate compliance with this clause, including incentives and/or  penalties.
• EXZEPT shall provide a statement showing reconciliation of the accounts to the EXZEPTVendor. The EXZEPTVendor shall be required to raise any payment related issues within 15 (fifteen) days of receiving the reconciliation statement. All reconciliation statements shall be deemed  accepted in the event no issue/dispute is raised by the EXZEPTVendor in the prescribed time. All  issues pertaining to payment and reconciliation of accounts are a contractual matter and the  Parties shall endeavour to resolve them amicably.
• The parties agree that EXZEPT reserves the right to introduce or remove various products and/ or services time and charge incremental fees and/ or commissions for such products and/ or services with prior notice to the EXZEPTVendor. The EXZEPTVendor acknowledges that such  variation in fees or commissions by EXZEPT, will be commercially reasonable in nature. All terms  and conditions associated with the new products and / or services shall be available in the  EXZEPT Policies and communicated to the EXZEPTVendor separately. Furthermore, EXZEPT reserves the right to waive charges towards fee(s) and/ or commissions as commercially agreed  with the EXZEPTVendor, eg. Walk-in Waiver.
• EXZEPT shall be entitled to offset any outstanding amounts that may be owed by the EXZEPTVendor to EXZEPT from time to time from the amount paid by the EXZEPTVendor under EXZEPT Secure. The EXZEPTVendor alone shall be responsible to maintain adequate balance as  per this Agreement in EXZEPT Secure throughout the entire term of this Agreement failing which  EXZEPT shall have the right, at its own discretion, to suspend/terminate listing of the Property  and/or shift the Property on mandatory prepayment option for bookings on the EXZEPT Platform. Upon expiry/termination of the Agreement, the balance amount due to the  EXZEPTVendor, after making deductions (if any) shall be refunded by EXZEPT within 14  (fourteen) days to the EXZEPTVendor 
• EXZEPT shall charge Platform Fees, Demand Fees and any fee towards VAS or any other additional services related to the usage of the EXZEPT Platform.

1. EXZEPT Products

• EXZEPT may, from time to time, introduce EXZEPT Products and will notify the  EXZEPTVendor accordingly and will be available at EXZEPT Policies. Each of the EXZEPT Products may carry specific terms and conditions including fees. If the EXZEPTVendor opts  for any specific EXZEPT Product, it agrees to pay the charges / fees set by EXZEPT, which the  EXZEPTVendor acknowledges as a reasonable fee for the provision of such services. The  terms of service and fees charged for the EXZEPT Product may be periodically modified, in  the sole discretion of EXZEPT and the EXZEPTVendor shall be informed of the same. The  EXZEPTVendor may opt out for any EXZEPT Product if it chooses or does not agree to any  modification of the same, unless a minimum period is specified in the respective EXZEPT Product terms or in EXZEPT’s reasonable opinion such EXZEPT Product is critical to guest  experience and provision of its Services. Any fees paid or approved until the date of  cancellation of the EXZEPT Product will be non-refundable. 

1. Invoicing

• The EXZEPTVendor shall, for each valid booking, irrespective of its mode of payment (prepaid or pay at Property), issue a valid GST invoice with the full value of payment, to the EXZEPT customer in the manner set forth under this clause. If the EXZEPT Vendor does not have a GSTN, then the EXZEPTVendor shall issue a non GST invoice to the EXZEPT customer. Notwithstanding the forgoing, the EXZEPTVendor shall remain liable to ensure compliance with all applicable tax laws including payment of all applicable  taxes
• The parties agree that it shall at all times be the EXZEPTVendor’s obligation and responsibility to issue timely invoices to EXZEPT customers. A valid invoice must have the following components, unless otherwise required by law: 

1. Invoice Number
2. 6-digit service code (SAC)
3. Tax segregated as CGST + SGST
4. GSTN Number (of person issuing invoice, if applicable)
5. Place of Supply
6. Date of issuance
7. Valid Signature

c. EXZEPT may offer sale of rooms with/without value added services to certain guests under its own name. In such cases EXZEPTVendor shall issue Tax Invoice/Bill of Supply in the name of EXZEPT. If GST credit on such invoices is not passed to EXZEPT, then EXZEPT will deduct the GST credit amount while  making payment to the EXZEPTVendor. 

d) EXZEPT reserves the right to withhold and/or release applicable GST if the EXZEPTVendor does not hold a valid GST registration.

e) If the EXZEPTVendor is registered for GST, it is mandatory for the EXZEPTVendor to share its GSTN with EXZEPT and include the same in all invoices to guest(s), failing which EXZEPT shall presume that EXZEPTVendor is not GST registered. If the EXZEPTVendor does not hold a valid GST registration, EXZEPT shall deduct applicable GST and deposit the same in the Govt. treasury and recover/withheld the same  from the amount payable to the EXZEPTVendor, recover any shortfall thereof. 

6. Set-Off

1. EXZEPT may set off any obligation that is due and payable and is owed or which is required to be performed by the EXZEPTVendor under this Agreement against any obligation owed by EXZEPT to EXZEPTVendor, whether under this Agreement or otherwise. If an obligation is unascertained or unliquidated, EXZEPT may in good faith estimate the obligation and set off in respect of the  estimated amount, in which case when the obligation is ascertained or liquidated, EXZEPT or the  EXZEPTVendor shall make a payment to the other (as appropriate) in respect of any amount by  which the ascertained or liquidated amount differs from estimated amount. 

2. The EXZEPTVendor acknowledges and agrees that EXZEPT will not be obliged to pay any amounts to the EXZEPTVendor under this Agreement so long as any sums, which are then due from the EXZEPTVendor under this Agreement remain unpaid and any such sums, which would otherwise be due will fall due only if and when the EXZEPTVendor has paid all such sums except  to the extent EXZEPT otherwise agrees or sets off such amount against such payment pursuant  to the foregoing. 

7. Taxes

1. EXZEPT and the EXZEPTVendor, with respect to the services rendered or products offered in their respective capacity, are solely responsible for compliance of Transaction Taxes. For the avoidance of doubts, It is clarified that the EXZEPTVendor is solely responsible for providing  accommodation and other associated services in respect of and in relation to the stay of the  guest at the Property, irrespective of the booking channel through which reservation is made or  to whom the payment for such reservation is made, including but not limited to food and  beverage, laundry, etc. and hence shall be solely responsible to pay all Transaction Taxes that  may be levied or leviable on (a) such accommodation and services and (b) any other ancillary  purchase or sale of goods and services that is required for the purpose of rendering its services.  The compliance (including but not limited to issuance of tax invoice or bill of supply,  computation and deposition of taxes to the government treasury, filing of returns etc.) with tax  laws, if any required, is the sole responsibility of the EXZEPTVendor. EXZEPT is in no manner  responsible for ensuring such compliance, including payments of any taxes on the  accommodation and associated services, except if required under applicable laws. 
2. All Fees including but not limited to Platform and / or Demand Fee charged by EXZEPT to the EXZEPTVendor for providing Services is exclusive of all Transaction Taxes which will be charged over and above such Fees at rates applicable under the law of the applicable jurisdiction on  provision of such Services by EXZEPT 
3. In the event EXZEPT is made liable to pay Transaction Taxes under any law for the time being in force on the services rendered or goods supplied by the EXZEPTVendor, then Parties agree that EXZEPT shall have the right to recover such Transaction Taxes from the EXZEPTVendor. The  EXZEPTVendor shall pay such amount without any demur or protest. Furthermore, the  EXZEPTVendor shall indemnify and keep EXZEPT indemnified against any and all tax related  claims /charges /levies /penalties /costs /deficiency. EXZEPT may furnish a certificate/ document  to demonstrate proof of deposit of such Transaction Tax from time to time if it is required under  the law to provide such proof of payment to the EXZEPTVendor. 
4. In certain jurisdictions, tax regulations may require that EXZEPT collect and/or report information about you, or withhold taxes from payouts to you, or both. If you fail to provide EXZEPT with documentation that it determine to be sufficient to support any such obligation to  not to withhold Taxes from payouts to you or not to report information, EXZEPT may withhold  payouts up to the amount as required by law and / or provide information to the authorities. 
5. For the avoidance of doubt, all sums payable by the EXZEPTVendor to EXZEPT under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Transaction Taxes charged by EXZEPT to you and remitted to the appropriate tax authorities, any deductions or withholdings that are required by law shall be borne by you and  paid separately to the relevant taxation authority. 
6. Each Party is individually responsible for payment of taxes determined / payable with reference to profits of that Party.
7. Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement/Terms and any other instrument entered into under this Agreement /Terms shall be the responsibility of EXZEPTVendor and shall be borne by the EXZEPTVendor. 

8. OTA RELATED TERMS

1. The EXZEPTVendor hereby authorisesEXZEPT to operate and manage all OTA channels on its behalf by executing the OTA NOC for the designated OTA partners and shall hand over all applicable OTA credentials (including password) of the Property to EXZEPT at the time of  entering into this Agreement without any delay. 
2. By executing the OTA NOC, the EXZEPTVendorauthorisesEXZEPT and confirms that it has no objection with EXZEPT initiating a new listing on revised terms and conditions under EXZEPT's name and discontinuing the old listing on the OTA channels.. 
3. EXZEPT may create a new listing or rename the Owner’s existing OTA listing to reflect EXZEPT’s brand name of the Premises for which the services are being rendered by EXZEPT.
4.  EXZEPT may also change any password recovery information to enable it to operate the OTA accounts independently. 
5. The EXZEPTVendor agrees to promptly deliver and duly execute any and all such further instruments and documents and to take such actions as may be reasonably required by EXZEPT in order to obtain the full benefit and to implement the rights and powers granted by EXZEPTVendor to EXZEPT to control the Property’s’ OTA accounts pursuant to the Agreement. 
6. All pre-existing and new listings of the Property at any online or offline platform shall be branded and managed by EXZEPT which shall include adding, removing or modifying the name, phone, website, pictures and amenities of the Property. EXZEPT will manage and be responsible  for complete revenue, pricing, inventory, and booking management for 100% of the Contracted  Rooms inventory at the Property The payments receivable from the OTA will be received by  EXZEPT in EXZEPT’s bank account. 
7. EXZEPT reserves the right to subsume any commission/fees charged by the OTA(s) in connection with the listing of the Property or pass-on or charge the EXZEPTVendor additionally for the same. 
8. If the Property is not able to go-live on any of the OTAs with EXZEPT listing due to any payment pending by the EXZEPTVendor to the OTA, EXZEPT may, at its discretion, make the respective payment to the OTA on behalf of the EXZEPTVendor and recover/ adjust/offset this amount in  its reconciliation statement and /or increase the EXZEPT’s Demand Fee applicable for the  Property proportionately. 
9. The EXZEPTVendor agrees and hereby authorisesEXZEPT to engage with or respond to ratings, reviews and customer feedback received through any OTA where the Property is listed.

The EXZEPTVendor may opt for Value Added Services in relation to its Property listing with an OTA and the cost of any such services shall solely be borne by the EXZEPTVendor. 11. The EXZEPTVendor shall hand over OTA credentials of the Property to EXZEPT and shall cease to operate or to cause to operate the Property, directly or indirectly on any OTA handles other  than through EXZEPT, during the Term. In the event the EXZEPTVendor breaches its obligation as  set out under this clause, the EXZEPTVendor shall be liable to pay amount equal to 10 times of  the package amount shown by the vendor on EXZEPT’s website or application. 

RIGHT TO AUDIT AND INSPECT

1. The EXZEPTVendor is obligated to fully and accurately report all Revenue generated from the Property including disclosure, upon request, to EXZEPT, records of all charged check-in and check-out at the Property. In order to ensure strict compliance with Revenue reporting and  account reconciliation for the Property, EXZEPT shall have a right (but not an obligation) to  undertake periodic digital and/or physical audits/ surprise checks to ensure that the  EXZEPTVendor is adhering to the terms of this Agreement, including EXZEPT Policies, from time  to time. EXZEPT shall have a right to conduct such audits without prior notice through its  representatives, third party audit agencies and/or mystery customers. Based on the audit  findings, EXZEPT may as it deems fit and appropriate, recover the unreported Revenue in  addition to imposition of penalties equivalent to such amount, during its weekly/monthly  account reconciliations with the EXZEPTVendor. The EXZEPTVendor shall not object to such  audits and challenge the findings based on the fact that no prior notice was given for such audit. 
2. Additionally, EXZEPT shall have a right to review the customer / visitors records and/or financial / other records of the EXZEPTVendor pertaining to the Property and/or this Agreement. The EXZEPTVendor shall cooperate during such audit / inspection or any inspection / investigation  carried out by any EXZEPT, or any third party audit agency appointed by EXZEPT and/or any  government authority(ies) and provide necessary support and correct information, records,  documents, etc. The EXZEPTVendor shall also provide uninterrupted access to EXZEPT’s  authorised personnel / representatives to the Property for such inspection / audit. 

INTELLECTUAL PROPERTY

EXZEPT 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  properties to potential customers at a large scale under the mark “EXZEPT” and other associated logos, trademarks, service marks, certification marks, designs and brands (“EXZEPT Marks”), issued patents and  patent applications (whether provisional or non-provisional), internet domain names and social media  accounts or user names, whether or not trademarks, all associated web addresses, URLs, mobile  applications, websites and web pages, social media sites and pages, and all content and data thereon or  relating thereto, whether or not copyrighted (“IP Rights”). The system includes but is not limited to the  use of proprietary and distinctive techniques (developed or used by EXZEPT), technology, softwares,  trade secrets, inventions, databases, training methods, operating methods, designs and decor, uniform  apparel, color schemes, furnishings, marketing materials, promotional strategies, booking and guest  management systems, revenue management services, OTA management services, and customer service  requirements among other additional innovation and updates that EXZEPT brings to its systems and  processes to enhance the EXZEPTVendor’s management of the Property and performance  (“Technological Know-How”), all of which collectively i.e. the EXZEPT Marks, IP Rights and Technological  Know-How is proprietary to EXZEPT and may be modified and improved from time to time by EXZEPT (“IP Bundle”). The EXZEPTVendor acknowledges that EXZEPT or its affiliates are the exclusive owner of  the IP Bundle and that the EXZEPTVendor shall not make any claims on the IP Bundle except as expressly  contemplated under this Agreement for the use of EXZEPT Services and EXZEPT Products. The use and  license of IP Bundle is directed towards promoting the EXZEPTVendor in its network in a manner that  may enhance the goodwill associated therewith. 

The EXZEPTVendor agrees that it enjoys promotional advantage on being associated with the brand  name “EXZEPT” and availing of the Technological Know-How EXZEPT authorizes the EXZEPTVendor to  use the IP Bundle (on a revocable, non-transferable, non-assignable and non-exclusive basis) for the  limited purpose of this Agreement. The EXZEPTVendor undertakes not to do anything prejudicial to the  IP Bundle or damage or harm EXZEPT’s goodwill and reputation. The EXZEPTVendor agrees in order to  protect the EXZEPT’s IP Bundle intellectual property rights and maintain a common identity and  reputation of its network of properties, the EXZEPTVendor shall comply with the EXZEPT Policies related  with branding and minimum quality specifications laid down by EXZEPT from time to time. Any breach  by EXZEPTVendor in respect thereof may cause irreparable harm and injury to EXZEPT and its  intellectual property. You acknowledge that you have read and agreed to the EXZEPT Policies related to  branding.  

In the event the EXZEPTVendor becomes aware of any infringement of the IP Bundle by any other party,  the EXZEPTVendor shall immediately notify EXZEPT in writing. 

The EXZEPTVendor may conceive and develop new and improved methods of carrying out its business  and improvements in operating procedure and other additions or modifications to the existing IP Bundle  (hereinafter referred to as “Improvements”). The EXZEPTVendor agrees to disclose fully any  Improvements to EXZEPT and EXZEPT shall determine the feasibility and desirability of incorporating  them into EXZEPT’s existing IP Bundle. For avoidance of doubt, it is clarified that the right, title and  interest in any and all Improvements shall rest with EXZEPT regardless of which Party contributed to the  Improvements. The EXZEPTVendor shall without delay, demur or protest transfer all rights in any such  Improvement to EXZEPT without any additional consideration. 

The EXZEPTVendor shall not undertake any activities to decompile or reverse engineer any elements of  the IP Bundle for its or their advantage or for the advantage of any third party. In the event the  EXZEPTVendor learns of a claim of infringement or if a third party brings a claim of trademark  infringement, copyright infringement, breach of confidential information and misappropriation of any  trade secret against the EXZEPTVendor whether or not such infringement is as a result of the EXZEPTVendor using their IP in conjunction with EXZEPT’ IP Bundle, the EXZEPTVendor shall promptly  notify EXZEPT of such claim. The EXZEPTVendor shall indemnify EXZEPT to the fullest extent permitted  under Applicable Law from and against all damages arising out of any claim by a third party against  EXZEPT. In the event EXZEPT or any of its group companies is impleaded as a party to proceedings such  as the aforesaid, the EXZEPTVendor agrees to compensate EXZEPT for all reasonable and necessary costs  related thereto, including but not limited to reasonable attorneys’ fees. 

TERM AND TERMINATION

1. The term of this Agreement shall be valid and binding upon the parties from the Go-Live Date and shall continue to be valid and binding unless terminated by either party as per the terms given below. b. Either party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other without assigning any reason thereof. EXZEPT may terminate this Agreement and deactivate /  suspend and/or delete the EXZEPTVendor’s user account forthwith by intimating the EXZEPTVendor via  an email or using any other contact information provided by the EXZEPTVendor for the Account, in the  event the EXZEPTVendor (including its employees, agents, contractor and representatives) (i) breaches the Terms herein, Applicable Laws and/or violates any other third-party rights; (ii) fails to obtain/maintain Approvals required to operate its business from the Property as mentioned  under these Terms; 

(iii) files for bankruptcy or becomes or is declared insolvent; 

(iv) acts in a manner which results in the financial loss and/or reputational harm to EXZEPT; (v) engages in unlawful acts or acts that disparage EXZEPT in a private/ public set up, on social  media/print media; 

(vi) ceases to be the owner of the Property or if the EXZEPTVendor’s interest is derived in the Property  through a lease/operating agreement and such arrangement lease expires or is terminated or acts in a  manner which results in a potential dispute concerning the title of the Property;; (vii) have provided any false, misleading or inaccurate information; 

(viii) acts in a manner which results in suspension of Property by EXZEPT for more than 3 (three) days. c.Upon termination or expiry of this Agreement for any reason whatsoever: 

(i) EXZEPT and the EXZEPTVendor shall undertake an account reconciliation, and subsequently a full and  final settlement with respect to the Property including all expenses and advances which are payable by  the EXZEPTVendor under this Agreement to EXZEPT and the EXZEPTVendor shall make payments due to  EXZEPT; 

(ii) The EXZEPTVendor shall honour all bookings made at the Property up until the date of termination  and continue to discharge all its obligations under this Agreement; 

(iii) EXZEPT shall delist the Property from EXZEPT Platform; 

(iv) EXZEPT shall return the OTA credentials for the Property upon full and final settlement with the  EXZEPTVendor; 

(v) The EXZEPTVendor shall have no right to use any Confidential Information or IP Bundle provided to  the EXZEPTVendor under this Agreement and shall forthwith return to EXZEPT any such Confidential  Information in its possession; 

(vi) TheEXZEPTVendor shall cease to use EXZEPT’s name, logo or any of the associated EXZEPT Marks, IP  Bundle and shall not represent itself in any manner to be associated with EXZEPT;

(vii) The EXZEPTVendor shall provide EXZEPT with a copy such registers and records, including but not  limited to the A&D Register and other guest and payment details, etc., as and when requested by  EXZEPT; and 

(vii) The EXZEPTVendor shall not be entitled to enter into any new agreement with EXZEPT or any of the  entities within the EXZEPT group whether directly or indirectly for such period as EXZEPT may  determine. 

INDEMNITY

To the maximum extent permitted by law, the EXZEPTVendor shall, upon written demand by EXZEPT,  indemnify, defend (at EXZEPT’s option) EXZEPT, its officers, directors, entities in the EXZEPT group,  agents, and employees 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) usage of  the EXZEPT Platform that has infringed such third party's intellectual property rights; (ii) breach of any  obligations under this Agreement / Terms; (iii) negligence or other tortious conduct of the  EXZEPTVendor; (iv) misrepresentations made by the EXZEPTVendor; (v) any non-compliance of  Applicable Laws, including but not limited to delay in payment/ non-payment of taxes and delay in filing/  non-filing of returns or failure in obtaining / renewal of the requisite licenses / approvals / permits or  failure to maintain any registers and records; (vi) actions which may bring disrepute to EXZEPT’s  reputation and brand (vii) EXZEPT customer complaints and costs arising from their experience at the  Property in connection with their booking and/or complaints/penalties from law enforcement agencies  and regulatory authorities; (viii) the settlement beneficiary for the payments to be made under this  Agreement by EXZEPT which is different from the authorized representative signatory to this  Agreement; (ix) stay / visit of any EXZEPT customer or visitors at the Property, your interaction with  them, including without limitation any bodily injuries, death, losses or damages (whether compensatory,  direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of stay  / visit at the Property; and (x) loss or damage suffered by EXZEPT due to fraud or misconduct or  negligence by the EXZEPTVendor during its engagement in any Guest Program. 

The provisions of this clause shall survive the termination of this Agreement / Terms. 

LIMITATION OF LIABILITY

Other than remedies specifically provided under this Agreement by way of liquidated damages,  neither party shall be liable to the other party for any indirect, incidental, punitive, special or  consequential damages or losses (including without limitation for loss of profit or revenue etc.)  whether under contract or in tort and even if the other party had been advised of the possibility  of such damage or loss. In no event, shall the EXZEPT’s liability under or in connection to this  Agreement exceed the Demand Fee paid by the Vendor to EXZEPT for a period of 1 (one) month  preceding the date of such claim.Other than remedies specifically provided under this  Agreement by way of liquidated damages, neither party shall be liable to the other party for any  indirect, incidental, punitive, special or consequential damages or losses (including without limitation for loss of profit or revenue etc.) whether under contract or in tort and even if the  other party had been advised of the possibility of such damage or loss. In no event, shall the  EXZEPT’s liability under or in connection to this Agreement exceed the Demand Fee paid by the  EXZEPTVendor to EXZEPT for a period of 1 (one) month preceding the date of such claim. 

REPRESENTATION AND WARRANTIES

The EXZEPTVendor represents and warrants that : 

1. it has full legal right, power and authority to carry on its business and to enter into this Agreement and accept the Terms and perform all its obligations, terms and conditions hereunder and neither the acceptance of these Terms, nor the delivery of the 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. 
2. it is operating its business in compliance with all the Applicable Laws, regulations and statutes and it has the requisite licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the Property and conduct its  business as contemplated under this Agreement. 
3. it is the owner of the Property, it has and shall maintain lawful and undisputed title, possession and ownership of the Property throughout the term of this Agreement, free from encumbrances; 
4. if the EXZEPTVendor’s interest in the Property is derived through a lease arrangement/operating arrangement., it has a no objection certificate from the owner(s) of the Property expressing the owner’s consent towards the EXZEPTVendor entering into this Agreement with EXZEPT and has  a lawful, valid and subsisting lease/operating agreement of the Property throughout the term of  this Agreement, for the purpose for which this Agreement has been executed; 
5. the Property is not in violation of any Applicable Laws that could affect the services and business arrangement contemplated under this Agreement with EXZEPT or draw risks or liabilities towards EXZEPT in any manner; 
6. it is not in dispute with EXZEPT and/or any of its subsidiaries or affiliates;
7. the Property has not been delisted by EXZEPT and/or any of its subsidiaries or affiliates.
8. has not been charged with or been found guilty of any offence punishable under provisions of any other Applicable Laws;
9. has not/ shall not enter into any arrangement with a third party for the Contracted Rooms;
10. the Contracted Rooms consist of the entire room inventory in the Property (other than Non Operational Rooms); and
11. has handed over all its OTA credentials of the Property to EXZEPT.

MISCELLANEOUS

1. Disclaimer of Warranties - We provide the EXZEPT Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or  suitability of any EXZEPTVendor or guest, listing or third party; (ii) we do not warrant the  performance or non-interruption of the EXZEPT Platform; and (iii) we do not warrant that  verification, identity or background checks conducted on listings. Any references to an  EXZEPTVendor or listing being "verified" (or similar language) indicate only that the  EXZEPTVendor or listing or EXZEPT has completed a relevant verification or identification  process and nothing else. Further, EXZEPT is not responsible for any loss suffered by the  EXZEPTVendor as a result of incorrect banking or taxation or other financial information  provided by the EXZEPTVendor. The disclaimers in these Terms apply to the maximum extent  permitted by law. The EXZEPTVendor shall be responsible for its conduct, performance, safety  measures, quality, legality or compliance with Applicable Law and in case any guest has any  claim against any such listing or services provided by the EXZEPTVendor, the EXZEPTVendor shall  be solely responsible for the same and shall be liable for any damages payable to the guest. 
2. Governing Law & Jurisdiction - These Terms shall be construed and enforced in accordance with the laws of India. If any dispute shall arise between the Parties hereto concerning the  construction interpretation or application of any of the provisions of the Terms, such dispute  shall be referred to the arbitration in accordance with Arbitration and Conciliation Act, 1996.  The arbitration shall be conducted by a sole arbitrator appointed by an independent arbitral  institution. Either party may approach the CADRE for appointment of an arbitrator by writing an  email to [email protected] with a request to appoint an arbitrator and copying the email to  the other Party. The Parties agree that the maximum permissible fees payable to the arbitrator  for conducting the arbitration proceedings shall be in accordance with the fourth schedule of  the Arbitration and Conciliation Act, 1996. In the event of any conflict between the rules of The  CADRE and the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration and  Conciliation Act, 1996 shall prevail.The arbitration shall be conducted in English. The juridical  seat and venue of arbitration shall be Delhi and the courts of New Delhi shall have exclusive  jurisdiction for any applications arising out of the arbitration.The arbitration proceedings shall  be conducted online without the need for a physical appearance unless specifically requested by  the arbitrator. The parties agree to resolve the dispute through fast track mode as per section  29 B of the Arbitration and Conciliation Act 1996. Unless the arbitrator decides at his discretion  (on a written application moved by either of the parties)that oral evidentiary hearings are  necessary for the purpose of the arbitration, the arbitration shall be conducted only on the basis  of the documents via online platform. However, the decision of the arbitrator with respect to  the mode of conducting the arbitration shall be final and binding upon the parties. The award shall be in writing and final and binding on the Parties. The Parties shall be responsible to bear  their respective costs and expenses in relation to any such arbitration proceeding and are  subject to the final award being passed by the arbitrator i.e. both the parties shall share the cost  jointly during the conduct of the arbitration proceedings with respect to the administrative  charges and arbitrator fees. However the arbitrator shall have the discretion to order costs i.e.  passing a cost award in favor of the successful party along with the final award.If for any reason  The CADRE refuses to act or does not acknowledge the email for appointment of an arbitrator or  fails to appoint an arbitrator within a period of 5 days from the date of the email containing a  request for appointment, then EXZEPT shall have the right to name another independent  arbitral tribunal to appoint the sole arbitrator and conduct the arbitration. Any failure, delay or  forbearance on the part of EXZEPT 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 EXZEPT of any right, power or privilege preclude any other  future exercise or enforcement thereof.The Parties hereto agree that each of the provisions  contained 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. 

3. Compliance with Laws - As an EXZEPTVendor, it is your sole and absolute responsibility for identifying, understanding and complying with all Applicable Laws, rules, regulations and contracts with third parties that apply to your Property. For example, some cities have laws that  restrict your ability to host guests for short periods or provide certain hotel / homes related  services. In many cities, EXZEPTVendors may have to register, get a permit or obtain a license  before providing certain hotel / homes related services including but not limited to preparing  food, serving alcohol for sale, guiding tours or operating a vehicle, installation of hoardings and  signages or to maintain certain registers & records or to intimate the authorities regarding guest  stay. EXZEPTVendors shall be alone responsible for identifying and obtaining any required  permits, licenses, consents, approvals, registrations and authorizations for any services they  offer, including but not limited to GST Registration and applicable GST compliances, FSSAI,  health, trade licenses, building approvals, Property related licenses, registrations, and NOC’s as  may be applicable and any other license necessary for establishing and operating the Property,  carrying on its business and for the performance of its obligations hereunder. EXZEPTVendors  understand that certain types of services may be prohibited altogether and penalties may  include fines or other punitive actions. EXZEPTVendors are responsible for checking and  reviewing all laws, rules and/or regulations applicable to their listing. Any information which  EXZEPT may provide in relation to any legal requirement is for information purposes only and  EXZEPTVendors confirm to undertake independent review of their legal obligations, including  obtaining legal advice, if required. Further, the EXZEPTVendor shall and shall ensure that all its  officers, employees and agents, at all times, comply with all laws, rule, regulations and  notifications pertaining to anti-bribery, anti-corruption and money laundering and/or corrupt  payments including but not limited to Prevention of Corruption Act 1988, Indian Penal Code,  1860, Foreign Contribution (Regulation) Act, 2010, Prevention of Money Laundering Act, 2002,  Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 including any such policies of EXZEPT (along with their modifications) that the EXZEPTVendor and its officers, employees, third party  service providers/contractors and agents may be required to comply with from time to time.
4. Insurance - The EXZEPTVendor shall during the term of the Agreement, maintain at all times appropriate insurances with coverage as per industry standards, which shall include but not be limited to fire insurance, commercial general liability insurance, error and omission liability  insurance, etc., for the Property. You are advised to carefully review policy terms and conditions  including coverage details and exclusions. 
5. Force Majeure - Notwithstanding anything to the contrary contained herein EXZEPT shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, outbreak of an epidemic  and/or pandemic, natural disasters, imposition of lockdown by any local, state and central  government, significant or partial travel restrictions, interruptions, malfunction or breakdown of  computer facilities, cyber-attacks, irretrievable breakdown of EXZEPT platform, or loss of data  due to power failures or mechanical difficulties with information storage or retrieval systems,  labor difficulties or civil unrest. 
6. Relationship - The parties’ relationship, as established by this Agreement, is solely on principal to principal basis as independent contractors agreeing to provide service on the basis of this Agreement. Neither party is a legal representative, agent or employee of the other party, and  other than specifically authorised under this Agreement, neither Party can assume or create any  obligation, representation, warranty or guarantee, express or implied, on behalf of the other  party for any purpose whatsoever.. 
7. Assignment - The EXZEPTVendor shall not assign, transfer or delegate this Agreement to any third party without EXZEPT’s prior written consent. EXZEPT shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the EXZEPTVendor thereof  within a period of 30 days thereafter. 
8. Amendment/Modification - EXZEPT reserves the right to amend the Commercial Terms by way of a prior written intimation to the EXZEPTVendor duly acknowledged and accepted by the EXZEPTVendor. Notwithstanding the foregoing, EXZEPT also reserves the right to modify these  Terms (except Commercial Terms), at any time. It will be your responsibility to keep yourself  updated with the Terms from time to time. We will endeavour to intimate you of any changes at  least 30 (thirty) days prior to such changes becoming effective. Your continued usage of the  EXZEPT Platform and Services would be deemed to be an acceptance of the Terms and the  modifications thereto. 
9. Waiver - Neither party’s failure to exercise any right or remedy in consequence under these Terms will not constitute a waiver of such term or condition or prevent subsequent enforcement of such term or condition, unless agreed in writing. 
10. Notice -Unless specified otherwise, any notices or other communications to EXZEPTVendors under these Terms, will be provided electronically and given by EXZEPT via email, EXZEPT Platform notification, messaging service (including SMS and Whatsapp), or any other contact method that is enabled by EXZEPT and contact information provided by you. Any notices to  EXZEPT shall be sent on [email protected] 
11. Severability - The EXZEPTVendor acknowledges and agrees that if any of the provisions of this Agreement is deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from this Agreement and the remaining provisions of this Agreement shall remain valid  and enforceable and binding on the Parties.
12. Publicity - The EXZEPTVendor understands and agrees that by virtue of the Services provided under this Agreement, EXZEPT shall use/publish the EXZEPTVendor and/or its Property’s name, details and images including other details on any EXZEPT Platform(s) and online and offline  demand channels. However, the EXZEPTVendor shall not have the right to use the EXZEPT name  or EXZEPT Marks in any independent sales or marketing publication or advertisement, or in any  other manner, without prior written consent of EXZEPT, except for and to the extent permissible  under this Agreement. 

13. Entire Agreement - These Terms as may be supplemented by additional terms and conditions,  including policies, guidelines, standards, and in-product disclosures (as well as those items  incorporated by reference) contains the entire understanding between EXZEPT and you with  respect to your usage of the EXZEPT Platform and supersede any and all prior oral or written  understandings or agreements between EXZEPT and you. You acknowledge and agree that if any  of the provisions of these Terms are deemed invalid, void, illegal, and unenforceable, such  provision shall stand severed from these Terms and the remaining provisions of these Terms  shall remain valid and enforceable and binding on you and EXZEPT.