Updated : August, 17, 2024
The terms and conditions outlined below are an integral part of the Service Contract (“Agreement”) between Mithu (“Service Provider”) and the Merchant. These terms, effective as of the date specified in the signed Service Contract, supplement the provisions agreed upon and are incorporated by reference into the overall Agreement between the parties.
Services: Refers to the full spectrum of tools, features, and functionalities provided by Mithu, including but not limited to reward program management, customer engagement tools, data analytics, and other related services specifically designed to support the restaurant industry. These services may be accessed through Mithu’s proprietary platform or through integrations with the Merchant’s existing systems.
Merchant: A person, business entity, or legal entity, including but not limited to restaurants, cafés, or other food service establishments, that subscribes to and/or purchases the services from Mithu. The Merchant is responsible for the implementation and operation of the services within its business and for ensuring that its staff are properly trained and equipped to use these services effectively.
User or Customer: The end user, being a customer or patron of the Merchant, who interacts with the Merchant’s loyalty programs, customer engagement tools, or other services provided by Mithu. The User may access these services via the Mithu app, the Merchant’s platform, or other integrated solutions.
Singular and Plural: Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. This includes all defined terms within this Agreement, ensuring flexibility in interpretation and application across various scenarios and contexts.
Writing and Communication: A reference to writing or written communication includes email and other forms of electronic communication that can be used to provide notices, updates, or confirmations as required under this Agreement. The parties agree that electronic communications shall have the same legal effect as traditional written documents.
Obligations: Any obligation on a party not to do something includes an obligation not to allow that thing to be done by another party, entity, or individual. This extends to both direct and indirect actions that may contravene the terms of this Agreement, ensuring comprehensive responsibility for compliance with the Agreement’s provisions.
Including: Any words following the terms “including,” “include,” “in particular,” “for example,” or any similar expression shall be interpreted as illustrative and shall not limit the generality of the words preceding those terms, unless explicitly stated otherwise in this Agreement.
Language: Notwithstanding any translated version of the Terms, the English language version of the Terms is the official version that binds the parties hereto. In the event of any conflict or discrepancy between any translated version of the Terms and the English language version, the English language version shall prevail. All notices, designations, determinations, and specifications made under these Terms shall be provided in the English language unless otherwise agreed by the parties.
Access to Services: Subject to the terms and conditions of this Agreement, Mithu grants the Merchant a non-exclusive, non-transferable, limited right to access and use the services provided by Mithu. These services are designed to enhance the Merchant’s customer loyalty programs, engagement strategies, and operational efficiency and are to be used solely for the Merchant’s internal business purposes. The Merchant agrees that it shall not resell, sublicense, or otherwise distribute the services to any third party without Mithu’s express written consent.
Customization and Integration: Mithu shall work collaboratively with the Merchant to ensure that the services are customized to meet the specific needs of the Merchant’s business. This includes the integration of Mithu’s platform with the Merchant’s existing systems, tailoring the functionality of the services to align with the Merchant’s operational workflows, and providing any necessary onboarding support, training, and technical assistance. Mithu shall allocate sufficient resources to this process to ensure a smooth and efficient integration, minimizing disruption to the Merchant’s operations.
Service Levels: Mithu shall use commercially reasonable efforts to deliver the services to the Merchant in accordance with the agreed-upon service levels as outlined in the Terms and Conditions. This includes maintaining the availability and performance of the services, providing regular updates, and ensuring prompt resolution of any technical issues that may arise. Mithu shall provide the Merchant with a dedicated support team and a service level agreement (SLA) that outlines response times, escalation procedures, and resolution timelines for different types of service requests.
Continuous Improvement: Mithu is committed to the continuous improvement of its services. The Merchant acknowledges that the services may be updated, upgraded, or enhanced from time to time to reflect technological advancements, industry best practices, or changes in legal and regulatory requirements. Mithu will notify the Merchant of any significant updates or changes to the services and provide any necessary training or resources to ensure the Merchant can fully leverage these improvements.
Merchant Responsibilities in Customization and Integration: The Merchant agrees to cooperate fully with Mithu during the customization and integration process, including providing timely access to relevant systems, data, and personnel. The Merchant shall designate a project manager or point of contact who will be responsible for coordinating with Mithu’s team, facilitating communication, and ensuring that all necessary resources are made available to support the successful implementation of the services.
Merchant Account: The Merchant is responsible for registering and maintaining an account with Mithu. During the registration process, the Merchant must provide accurate, current, and complete information, including contact details, business information, and payment details. The Merchant agrees to promptly update this information to ensure its accuracy throughout the term of this Agreement. The Merchant shall ensure that all users with access to the account are authorized and that their access rights are properly managed and regularly reviewed.
Account Security: The Merchant is solely responsible for maintaining the confidentiality of its account credentials, including usernames, passwords, and any other security-related information. The Merchant agrees to take appropriate measures to protect its account from unauthorized access or use, including but not limited to implementing strong passwords, regularly updating passwords, and monitoring account activity. The Merchant shall establish and enforce security policies and procedures to protect the integrity and confidentiality of its account credentials.
Unauthorized Access: The Merchant agrees to immediately notify Mithu of any unauthorized access or use of its account, or any other breach of security. Mithu shall not be liable for any loss or damage arising from the Merchant’s failure to comply with these security obligations. The Merchant acknowledges that it is responsible for all activities conducted under its account, whether or not authorized by the Merchant.
Account Monitoring: Mithu reserves the right to monitor the use of the Merchant’s account to ensure compliance with this Agreement and the Terms and Conditions. This may include monitoring for unauthorized access, suspicious activity, or violations of the usage policies. Mithu reserves the right to suspend or terminate access to the services if it determines that the account is being used in violation of this Agreement, the Terms and Conditions, or applicable laws. Mithu shall provide the Merchant with notice and an opportunity to cure any non-compliance before taking such actions, except in cases where immediate suspension is necessary to protect the security of the services or prevent harm to Mithu or third parties.
Redemption Fee: The Merchant agrees to pay Mithu a fee as specified in the Commercial Contract, equal to a percentage of the redemption value when a customer redeems a reward at the Merchant’s establishment.
Onboarding Fee: The Merchant will be charged a fee as specified in the Commercial Contract per unique customer, which is a one-time, lifetime fee for each customer associated with the Merchant’s loyalty program.
Subsidies : In the event Mithu provides a subsidy to the customer, in the shape of Mithu points, Mithu is responsible to pay the customer this amount against each of the invoices. For the matter of clarity the invoice will reflect the net amount after deducting the subsidy. For example, if the Merchant owes SAR 200 and Mithu provides a SAR 50 subsidy, the Merchant will be invoiced SAR 150.
Hardware Provision: Mithu will provide hardware worth SAR 1,500 free of cost to the Merchant. The Merchant is responsible for keeping this hardware safe and in good working condition. In case of loss or damage, the Merchant is obliged to either pay the cost of the hardware or return it in good condition upon termination of the contract.
Invoicing: Mithu shall issue invoices to the Merchant for the services provided under this Agreement. Invoices will detail the services rendered, the corresponding fees, and any applicable taxes. Invoices shall be payable within thirty (30) days of the date of the invoice unless otherwise agreed in writing. The Merchant agrees to review all invoices upon receipt and notify Mithu of any disputes or discrepancies within ten (10) days.
Late Payment: Mithu reserves the right to suspend or terminate services if payment is not received within the specified period, and the Merchant shall be responsible for any costs associated with the collection of overdue amounts.
Taxes: The Merchant shall be responsible for all taxes (including but not limited to VAT, sales tax, or similar taxes) levied on the services provided under this Agreement, except for taxes on Mithu’s income. Mithu shall add applicable taxes to the invoices based on the Merchant’s location and tax identification number, which the Merchant must provide. The Merchant agrees to indemnify Mithu for any liability arising from the Merchant’s failure to pay such taxes.
Withholding Taxes: If any withholding or deduction is required by law, the Merchant shall increase the payment to Mithu to ensure that Mithu receives the full amount of the fees due under this Agreement. The Merchant shall provide Mithu with documentation evidencing the payment of any withholding taxes within a reasonable period.
Service Modifications: Mithu reserves the right to modify, update, enhance, or discontinue any aspect of the services at any time, with or without prior notice to the Merchant. Such modifications may include changes to the user interface, the addition or removal of features, updates to the underlying technology, or adjustments to the functionality of the services. Mithu shall ensure that any modifications do not materially degrade the overall functionality or performance of the services.
Notice of Changes: Mithu will make reasonable efforts to notify the Merchant of significant changes to the services that may affect the Merchant’s use of the services. Notifications may be provided via email, in-app messages, notifications on the platform, or other means of communication as deemed appropriate by Mithu. The Merchant agrees to review such notifications and take any necessary actions to ensure continued compliance with the terms of this Agreement.
Merchant’s Obligation to Update: The Merchant is responsible for ensuring that any updates, upgrades, or enhancements to the services are properly implemented within its operations. Mithu will provide support and guidance as necessary to facilitate the integration of such updates. The Merchant acknowledges that failure to implement updates may impact the performance and security of the services and may result in the termination of certain functionalities or features.
Compatibility and Integration: Mithu will endeavor to ensure that updates to the services remain compatible with the Merchant’s existing systems and integrations. In the event that a particular update requires adjustments to the Merchant’s systems, Mithu will provide reasonable assistance to ensure a smooth transition. The Merchant agrees to allocate the necessary resources to implement any required adjustments in a timely manner.
Compliance with Saudi Data Protection Law: Both parties agree to comply with the Personal Data Protection Law of the Kingdom of Saudi Arabia and any other applicable data protection legislation. The Merchant is responsible for ensuring that it has the appropriate legal basis for processing personal data and sharing it with Mithu for processing under this Agreement. The Merchant shall implement data protection policies and procedures that comply with applicable laws and industry standards.
Data Controller and Data Processor: Mithu acts as the Data Processor, and the Merchant acts as the Data Controller in respect of any personal data processed under this Agreement. The Merchant shall be responsible for ensuring that all personal data processed under this Agreement is collected and processed in compliance with applicable laws and that appropriate consents are obtained from data subjects, where necessary. Mithu shall process personal data only on the documented instructions of the Merchant, unless required to do otherwise by applicable law.
Data Processing Obligations: Mithu shall process personal data only as necessary to perform its obligations under this Agreement and only on the documented instructions of the Merchant. Mithu shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks posed to personal data, including, as appropriate, encryption, pseudonymization, and regular security audits. Mithu shall provide the Merchant with access to data processing records and logs as required to demonstrate compliance with applicable laws.
Data Subject Rights: Mithu shall assist the Merchant in fulfilling its obligations to respond to requests from data subjects exercising their rights under applicable data protection laws (e.g., rights to access, rectification, erasure, etc.). The Merchant shall promptly notify Mithu of any such requests and provide clear instructions for Mithu to follow in responding to the data subject.
Data Breach Notification: In the event of a personal data breach, Mithu shall notify the Merchant without undue delay and provide all necessary information and cooperation to enable the Merchant to fulfill its breach reporting obligations. Mithu shall assist the Merchant in taking any necessary remedial actions, including notifying affected data subjects and regulatory authorities.
Data Retention and Deletion: Upon termination of this Agreement, Mithu shall, at the Merchant’s choice, return all personal data or delete it, unless applicable law requires storage of the personal data. Mithu shall not retain personal data for longer than is necessary for the purposes for which it was collected. The Merchant shall be responsible for ensuring that any data retention requirements are communicated to Mithu in writing.
Confidential Information: Both parties acknowledge that during the term of this Agreement, they may have access to confidential information of the other party. Confidential information includes but is not limited to business strategies, financial data, technical specifications, and customer data. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party or is independently developed by the receiving party without the use of the disclosing party’s confidential information.
Obligations: Each party agrees to keep the other party’s confidential information strictly confidential and to use it only for the purposes of fulfilling its obligations under this Agreement. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except where required by law or where disclosure is necessary to enforce the terms of this Agreement. Each party shall implement appropriate security measures to protect the confidentiality of the other party’s confidential information.
Exclusions: Confidential information does not include information that is or becomes public knowledge without breach of this Agreement, is received from a third party without breach of any confidentiality obligation, or is independently developed by the receiving party. The burden of proving that information falls within one of these exceptions shall be on the receiving party.
Survival: The confidentiality obligations in this Agreement shall survive the termination of this Agreement for a period of five (5) years. Both parties agree that any breach of these confidentiality obligations may cause irreparable harm and may entitle the non-breaching party to seek injunctive or other equitable relief in addition to any other remedies available at law.
Ownership: All intellectual property rights related to the services, including but not limited to software, data, algorithms, trademarks, logos, and any other proprietary materials or technology, are the exclusive property of Mithu or its licensors. Nothing in this Agreement shall transfer any ownership rights to the Merchant, and the Merchant shall not assert any rights in or to the intellectual property of Mithu, except as expressly granted under this Agreement. The Merchant acknowledges that any unauthorized use of Mithu’s intellectual property may result in irreparable harm and may entitle Mithu to seek injunctive or other equitable relief.
License to Use: Subject to the terms and conditions of this Agreement, Mithu grants the Merchant a limited, non-exclusive, non-transferable, revocable license to use the intellectual property solely for the purpose of accessing and utilizing the services in accordance with this Agreement. The Merchant shall not use the intellectual property for any purpose other than as expressly permitted under this Agreement.
Restrictions: The Merchant shall not (i) copy, modify, or create derivative works of the intellectual property; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the intellectual property; (iii) sublicense, sell, lease, or otherwise transfer any rights to the intellectual property; (iv) use the intellectual property in any manner that violates this Agreement, the Terms and Conditions, or applicable laws; or (v) remove, obscure, or alter any proprietary notices or labels on the intellectual property. The Merchant agrees to comply with any additional restrictions or requirements specified by Mithu in writing.
Infringement Claims: If the Merchant becomes aware of any actual or potential infringement of Mithu’s intellectual property rights, it shall promptly notify Mithu and cooperate with Mithu in taking any necessary legal action to protect those rights. Mithu shall have sole control over the defense and settlement of any such claims, and the Merchant agrees to provide reasonable assistance in connection with such defense and settlement. Mithu agrees to indemnify the Merchant against any third-party claims alleging that the Merchant’s use of the services in accordance with this Agreement infringes the intellectual property rights of a third party, provided that the Merchant promptly notifies Mithu of any such claims.
Feedback and Suggestions: The Merchant agrees that any feedback, suggestions, or ideas provided to Mithu regarding the services or the intellectual property may be used by Mithu without compensation or obligation to the Merchant. Mithu shall have the unrestricted right to use, modify, and incorporate such feedback into its products and services. The Merchant acknowledges that any feedback provided to Mithu is provided voluntarily and without expectation of compensation.
Prohibited Activities: The Merchant agrees not to use the services for any purpose that is unlawful or prohibited by this Agreement. This includes but is not limited to the use of the services to distribute malicious software, engage in fraudulent activities, send unsolicited commercial communications (spam), or infringe upon the intellectual property rights of others. The Merchant shall not use the services in any manner that could disrupt, damage, or impair the services, the underlying technology, or the networks and systems of Mithu or its service providers.
Security Measures: The Merchant agrees to implement and maintain appropriate security measures to protect the integrity and security of the services, including but not limited to the use of firewalls, antivirus software, encryption, and secure access controls. The Merchant shall promptly report any security breaches, vulnerabilities, or incidents to Mithu and cooperate with Mithu in investigating and mitigating any such incidents.
Compliance with Laws: The Merchant agrees to comply with all applicable laws, regulations, and industry standards in its use of the services, including but not limited to data protection laws, consumer protection laws, and intellectual property laws. The Merchant is solely responsible for ensuring that its use of the services complies with all applicable laws and does not infringe upon the rights of any third party. The Merchant shall implement policies and procedures to ensure compliance with these obligations.
No Warranties: Mithu makes no warranties, express or implied, regarding the services, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from a course of dealing, usage, or trade practice. The services are provided “as is” and “as available,” and Mithu does not guarantee that the services will meet the Merchant’s specific requirements, be uninterrupted, error-free, or free from viruses or other harmful components.
Merchant’s Responsibility: The Merchant acknowledges that it is solely responsible for determining the suitability of the services for its needs and for complying with any legal or regulatory requirements applicable to its use of the services. The Merchant assumes all risks associated with its use of the services, and Mithu shall not be liable for any consequences arising from the Merchant’s use of the services.
Third-Party Services: The Merchant acknowledges that Mithu may use third-party services, tools, or software in the provision of the services. Mithu makes no representations or warranties regarding such third-party services, and the Merchant agrees that Mithu shall not be responsible for any issues, errors, or damages caused by or arising from such third-party services.
Exclusion of Certain Damages: In no event shall Mithu be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, whether incurred directly or indirectly, resulting from (i) the Merchant’s use of or inability to use the services; (ii) any unauthorized access to or use of Mithu’s servers, systems, or networks; (iii) any interruption, suspension, or termination of the services; (iv) any errors, inaccuracies, or omissions in the services; (v) any third-party services or content accessed through the services; or (vi) any other matter related to the services, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if Mithu has been advised of the possibility of such damages.
Limitation of Liability: To the fullest extent permitted by law, Mithu’s total liability to the Merchant for any claim arising under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Merchant to Mithu for the services during the twelve (12) months preceding the event giving rise to the claim. The limitations and exclusions of liability set forth in this Agreement shall apply even if the Merchant’s remedies under this Agreement fail of their essential purpose.
Allocation of Risk: The parties acknowledge that the limitations and exclusions of liability set forth in this Agreement are an essential basis of the bargain between the parties and that, absent such limitations and exclusions, the economic terms of this Agreement would be substantially different.
No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. The parties do not intend for any third party to be a beneficiary of this Agreement or to have the right to enforce any terms of this Agreement.
Third-Party Claims: The Merchant agrees to indemnify, defend, and hold harmless Mithu and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim alleging that (i) the Merchant’s use of the services infringes, misappropriates, or violates the intellectual property rights, privacy rights, or other legal rights of any third party; (ii) the Merchant has breached any of its obligations, representations, or warranties under this Agreement; or (iii) the Merchant has violated any applicable law or regulation in connection with its use of the services.
Method of Notices: Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, email, or registered mail to the address specified above or to such other address as the receiving party may designate in writing. Notices sent by email shall be deemed received upon the recipient’s acknowledgment of receipt or, if no acknowledgment is received, one business day after the email is sent, provided the sender has not received an automated rejection or error message.
Receipt of Notices: Notices shall be deemed received upon delivery if delivered by hand, upon the recipient’s acknowledgment of receipt if delivered by email, or three (3) business days after mailing if delivered by registered mail. If the notice is sent by registered mail to an international address, it shall be deemed received seven (7) business days after mailing.
Change of Address: Either party may change its address for the receipt of notices by providing written notice to the other party in accordance with this section.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of Riyadh, and the parties hereby consent to the personal jurisdiction and venue of such courts.
Compliance with Laws: Each party agrees to comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement. The Merchant shall be solely responsible for ensuring that its use of the services complies with all applicable laws and does not infringe upon the rights of any third party.
Arbitration: Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in Riyadh, Saudi Arabia, in accordance with the rules of the Saudi Center for Commercial Arbitration. The arbitration shall be conducted by one or more arbitrators who are experienced in commercial contract disputes and who shall be appointed in accordance with the rules of the Saudi Center for Commercial Arbitration. The language of arbitration shall be Arabic, and the decision of the arbitrator(s) shall be final and binding on the parties.
Costs and Fees: Each party shall bear its own costs and expenses incurred in connection with the arbitration, including attorneys’ fees, except as otherwise provided by the arbitrator(s) in the final award. The parties agree that the arbitrator(s) shall have the authority to award reasonable attorneys’ fees and costs to the prevailing party in the arbitration.
Confidentiality of Arbitration: The parties agree that any arbitration proceedings, including the existence, content, and results of the arbitration, shall be kept confidential and shall not be disclosed to any third party, except as required by law or as necessary to enforce or challenge the arbitration award in a court of law.
Equitable Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary rights, without first submitting the dispute to arbitration.
Service Provision: Mithu shall provide the services as outlined in this Agreement and as described in the Terms and Conditions linked below. Mithu shall use commercially reasonable efforts to ensure that the services are provided in a professional and workmanlike manner, consistent with industry standards. Mithu shall ensure that its employees, agents, and contractors are adequately trained and equipped to deliver the services in accordance with this Agreement.
Technical Support and Maintenance: Mithu shall provide technical support and maintenance services as necessary to ensure the availability and performance of the services. This includes providing regular updates, patches, and bug fixes, as well as responding to any technical issues reported by the Merchant in a timely manner. Mithu shall provide the Merchant with access to a dedicated support portal and a helpdesk to facilitate communication and issue resolution.
Data Security: Mithu shall implement and maintain appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of the Merchant’s data. This includes implementing encryption, access controls, and regular security audits. Mithu shall notify the Merchant of any security incidents that may affect the security of the Merchant’s data and cooperate with the Merchant in taking any necessary remedial actions.
Compliance with Agreement: The Merchant shall adhere to the rules, regulations, and policies outlined in this Agreement and the linked Terms and Conditions. The Merchant is responsible for ensuring that its use of the services complies with all applicable laws and regulations and does not infringe on the rights of any third party. The Merchant shall ensure that its employees, agents, and contractors are aware of and comply with the terms of this Agreement.
Information Accuracy: The Merchant shall provide accurate and complete information during the registration process and shall promptly update such information as necessary. The Merchant shall be responsible for ensuring that all information provided to Mithu is truthful and accurate and that any changes to such information are communicated to Mithu in a timely manner.
System Integration: The Merchant shall cooperate with Mithu to ensure the successful integration of the services with the Merchant’s existing systems. This includes providing timely access to relevant systems, data, and personnel, as well as allocating the necessary resources to support the integration process. The Merchant shall designate a project manager or point of contact who will be responsible for coordinating with Mithu’s team and facilitating communication.
Customer Data Management: The Merchant shall be responsible for the management and protection of any customer data processed through the services. The Merchant shall ensure that appropriate consents are obtained from customers, and that all data is processed in compliance with applicable data protection laws. The Merchant shall implement data protection policies and procedures to safeguard customer data and ensure compliance with legal and regulatory requirements.
Cooperation: The parties agree to cooperate in good faith to achieve the objectives of this Agreement. The Merchant agrees to provide Mithu with access to its premises, systems, and personnel as necessary to enable Mithu to perform its obligations under this Agreement. The parties agree to communicate regularly and promptly to address any issues, concerns, or changes that may arise during the term of this Agreement.
Training and Onboarding: Mithu shall provide the Merchant with training and onboarding support as necessary to ensure that the Merchant’s employees, agents, and contractors are able to effectively use the services. The Merchant agrees to ensure that its personnel receive the necessary training and support to use the services in accordance with this Agreement and the Terms and Conditions. Mithu shall provide the Merchant with access to training materials, webinars, and support resources to facilitate the onboarding process
All other terms, conditions, policies, and legal frameworks governing this Agreement, including but not limited to confidentiality, intellectual property rights, and dispute resolution, are detailed in the Terms and Conditions. The Merchant agrees to be bound by these terms, which are accessible at the following link:
https://mithu.com/legal/merchant-terms
Entire Agreement: This Agreement, together with the Terms and Conditions and any other documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and understandings, whether oral or written, relating to such subject matter. The parties acknowledge that they have not relied on any representations, warranties, or promises not expressly set forth in this Agreement.
Amendments: This Agreement may not be amended, modified, or supplemented except by a written agreement signed by both parties. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party against whom the waiver is sought to be enforced. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the intended economic and legal effect of the original provision.
Assignment: Neither party may assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other party, except that Mithu may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this section shall be void and of no effect.
Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, civil unrest, strikes, labor disputes, government actions, or interruptions in the availability of utilities or transportation. In the event of a force majeure event, the affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance as soon as possible.
