ONBOARDING AGREEMENT
This Onboarding Agreement ("Agreement") is a legally binding electronic contract entered into between:
Aspirational Delights Digital Private Limited, a company incorporated under the
Companies Act, 2013, having its registered office at 2nd Floor, 1703 Hustle Hub, 17th Main Road, HSR Layout, Bengaluru, Karnataka - 560102 ("Alive", "we", "us");
AND
The entity clicking "I Agree" and / or "Accept", on Alive's Platform ("You"). By clicking acceptance, You acknowledge that You have read, understood, and agree to be bound by this Agreement.
(Alive and You shall be collectively referred to as the "Parties" and individually as a "Party")
1. PURPOSE OF THE AGREEMENT
1.1. The purpose of this Agreement is to define the legally binding terms governing the commercial, operational, and contractual relationship between Alive and You for the creation, listing, marketing, sale, and execution of experience based services ("Experiences") offered to end customers through Alive's website, mobile applications, and digital platforms (collectively, the "Platform").
1.2. You acknowledge that Alive operates as a consumer facing experience Platform, and that all customer interactions, pricing decisions, promotions, and policies shall be controlled solely by Alive.
2. ELECTRONIC ACCEPTANCE
2.1. By clicking the "I Agree" and/or "Accept", or by otherwise electronically indicating acceptance on the Platform, You:
2.1.1. confirm that You have read, understood, and agrees to be bound by all terms of this Agreement;
2.1.2. confirm that such acceptance constitutes valid execution and delivery of this Agreement;
2.1.3. represent that the individual accepting this Agreement has full legal authority to bind You.
2.2. Electronic acceptance shall have the same legal effect as a physical signature and shall be admissible as evidence in any legal or arbitral proceedings.
2.3. You waive any right to contest the validity or enforceability of this Agreement on the grounds that it was executed electronically.
2.4. Furthermore, the time of agreeing / accepting to this Agreement shall be deemed to be the date of signing of this Agreement.
3. SCOPE OF ENGAGEMENT
3.1. Alive shall have the exclusive right to list, market, advertise, sell, bundle, discount, and distribute the Experiences on the Platform in such manner as Alive deems commercially appropriate.
3.2. Alive shall manage all customer facing aspects of the Experiences, including but not limited to pricing, bookings, customer communications, refunds, cancellations, promotions, and post-experience feedback.
3.3. You shall be solely responsible for the proper execution and delivery of the Experiences in accordance with specifications approved by Alive, applicable laws, safety standards, and industry best practices.
3.4. You shall ensure that all personnel involved in delivering the Experiences are adequately trained, licensed, insured, and compliant with all statutory requirements.
3.5. You shall not deviate from the agreed Experience format, pricing commitments, or service standards without prior written approval from Alive.
3.6. You shall maintain the records for the validation of the bookings executed.
3.7. You shall provide the GST invoices at the end of the week for the settlement of the payment.
3.8. You shall not do anything, either by omission or by commission, that can bring disrepute or cause any harm to Alive's reputation.
3.9. Dynamic Schedules: The commercial, operational, and experience-specific details for each Experience (including but not limited to pricing, inclusions, exclusions, schedules, capacity, safety requirements, service levels, and location details) shall be documented in one or more schedules, annexures, or statements of work (each a "Schedule"). Such Schedules shall be shared electronically by Alive with You via email or other written digital communication.
3.9.1. Each Schedule, once shared by Alive and acknowledged by You via email confirmation, written acceptance, or performance of the Experience, shall form an integral and binding part of this Agreement as if fully set out herein.
3.9.2. Alive may update or revise any Schedule from time to time to reflect operational or commercial requirements. Any such update shall be communicated to You in writing and shall become effective from the date specified in the communication.
4. PRICING, BILLING & PAYMENTS
4.1. You shall communicate to Alive a fixed base price for each Experience, inclusive of all costs, taxes, personnel, equipment, permits, and operational expenses required to deliver the Experience.
4.2. Alive shall have the discretion to determine the final customer-facing price displayed on the Platform, including applying mark-ups, discounts, promotions, vouchers, bundles, or dynamic pricing strategies based on market conditions.
4.3. You shall raise valid tax invoices in accordance with applicable law for Experiences successfully delivered. Invoices shall be submitted on a weekly basis unless otherwise agreed.
4.4. Alive shall settle undisputed invoices via bank transfer within the agreed settlement cycle. Any invoice disputes shall be communicated promptly and resolved amicably between the Parties.
4.5. The Parties agree to periodically review pricing in good faith to ensure commercial sustainability for both Parties. However, both the Parties can engage in discussions related to change of pricing of Experiences at any time and either Party can initiate the conversation for the same. The final prices of all Experiences will be decided based on mutual considerations. Once the prices are decided after the discussion, Alive can adjust pricing on its Platform accordingly.
5. EXCLUSIVITY
5.1. Subject to the terms of this Agreement and applicable Schedules, You acknowledge and agree that Alive shall have exclusive rights to market, sell, distribute, and commercially exploit the Experiences (or specific Experiences as identified in a Schedule) through Alive's Platform during the term of this Agreement ("Exclusive Experiences").
5.2. During the period of exclusivity, You shall not, directly or indirectly:
5.2.1. list, sell, market, or distribute the Exclusive Experiences through any competing marketplace, platform, aggregator, or third party;
5.2.2. sell the Exclusive Experiences directly to end customers introduced by Alive outside the Platform;
5.2.3. offer the same or substantially similar Experiences under a different name, bundle, or format with the intent to circumvent exclusivity.
5.3. You may continue to independently operate Your venue or business and offer non- exclusive experiences, provided that such offerings do not conflict with or dilute the Exclusive Experiences agreed with Alive.
5.4. Alive may waive or modify exclusivity for any Experience by providing written notice to You, including via email.
5.5. The Parties agree that exclusivity is a material commercial consideration for Alive's investment in marketing, customer acquisition, and brand-building. Any breach of this clause shall constitute a material breach entitling Alive to immediate termination, suspension of listings, and such other remedies as may be available in law or equity.
6. DATA OWNERSHIP, CONTROL & RESTRICTIONS
6.1. You expressly acknowledge and agree that all data generated, collected, processed, stored, or transmitted in connection with the Platform or the Experiences shall be the exclusive property of Alive. This includes, without limitation, customer personal data, booking data, payment data, transactional records ("Alive Data").
6.2. Under no circumstance whatsoever, whether directly or indirectly, temporarily or permanently, shall You access, retain, copy, store, process, transmit, analyze, sell, share, license, disclose, or otherwise use Alive Data for any purpose.
6.3. You shall not contact, solicit, market to, retarget, or otherwise engage with any customer introduced through Alive except where expressly instructed by Alive in writing solely for experience execution purposes.
6.4. You acknowledge that You have no ownership rights, intellectual property rights, database rights, or beneficial interest of any kind in Alive Data.
6.5. In the event of any accidental, incidental, or unauthorized access to Alive Data, You shall immediately notify Alive in writing, permanently delete such data from all systems, and certify deletion upon request.
6.6. The obligations under this clause shall survive termination or expiry of this Agreement indefinitely and any breach shall constitute a material breach entitling Alive to immediate termination and injunctive relief.
7. INTELLECTUAL PROPERTY & BRANDING
7.1. Each Party shall retain all right, title, and interest in and to its respective intellectual property, including trademarks, logos, copyrights, designs, and proprietary materials.
7.2. You grant Alive a non-exclusive, royalty-free, revocable license to use Your name, trademarks, images, videos, and Experience-related content solely for marketing, promotional, and platform display purposes.
8. Customer Consent for Media Usage:
8.1. You shall ensure that any photographs, videos, audio recordings, texts, testimonials, or other media content captured before, during or in connection with the launching of the Experiences, which include or identify any end user or customer, are uploaded, shared, published, or provided to Alive only after obtaining the prior, explicit, and informed consent of such end user or customer.
8.2. You represent and warrant that You have obtained and shall maintain all necessary rights, permissions, and consents required to submit, upload, and authorise the use of any content (including photographs, videos, audio recordings, text, testimonials, or other media content) provided or made available by You to Alive.
8.3. You further represent and warrant that any consent obtained from end users or customers shall be in accordance with applicable laws and shall permit Alive to use such content for marketing, promotional, branding, and Platform-related purposes, without any further approval or compensation.
8.4. You shall be solely responsible for maintaining records of all customer consents and content rights. In the event of any complaint, claim, notice, or objection from any person alleging unauthorised use of their image, likeness, voice, or content on the Platform, You shall be solely responsible for promptly removing or causing the removal of such content and for resolving such complaint.
8.5. Alive shall bear no liability or responsibility in this regard, and You shall indemnify and hold Alive harmless against any claims, losses, damages, penalties, or liabilities arising from the submission, publication, or use of such content.
9. CONFIDENTIALITY
9.1. For the purposes of this Agreement, "Confidential Information" means all non- public, proprietary, commercial, technical, financial, or business information disclosed by one Party to the other, whether orally, electronically, or in writing, including but not limited to pricing, customer information, data, platform operations, business strategies, Schedules, and the terms of this Agreement.
9.2. Each Party agrees to keep the other Party's Confidential Information strictly confidential and to use such information solely for the performance of its obligations under this Agreement.
9.3. Confidential Information shall not be disclosed to any third party except to employees, contractors, or advisors who have a strict need to know and are bound by confidentiality obligations no less protective than those set out herein.
9.4. Confidential Information shall not include information that:
9.4.1. is or becomes publicly available without breach of this Agreement;
9.4.2. was lawfully known to the receiving Party prior to disclosure;
9.4.3. is required to be disclosed by law or court order, provided prior notice is given where legally permissible.
9.5. Upon termination of this Agreement, each Party shall promptly return or destroy the other Party's Confidential Information, except where retention is required by law.
9.6. The confidentiality obligations under this clause shall survive termination or expiry of this Agreement for a period of five (5) years, and in respect of Alive Data, indefinitely.
10. REPRESENTATIONS & WARRANTIES
10.1. Each Party represents that it is duly organized, validly existing, and authorized to enter into this Agreement.
10.2. You represent and warrant that:
10.2.1. You hold all necessary licenses, permits, approvals, and insurance required to lawfully conduct the Experiences;
10.2.2. the Experiences shall be delivered with reasonable skill, care, and professionalism;
10.2.3. You shall comply with all applicable laws, safety standards, and industry norms;
10.2.4. all information provided to Alive is accurate and not misleading.
10.3. Alive represents that it shall market and promote the Experiences in good faith and in accordance with its platform standards.
11. INDEMNITY
11.1. You shall indemnify, defend, and hold harmless Alive, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, actions, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
11.1.1. the execution, operation, or delivery of the Experiences;
11.1.2. any injury, death, property damage, or loss suffered by any customer, participant, or third party;
11.1.3. any breach of this Agreement or any Schedule by You;
11.1.4. violation of any applicable law, regulation, or safety requirement;
11.1.5. any act, omission, negligence, wilful misconduct, or misrepresentation by You or its personnel;
11.1.6. any misuse, unauthorized access, or attempted access to Alive Data.
11.2. Alive shall promptly notify You of any indemnified claim and reasonably cooperate with You at Your cost.
11.3. The indemnity obligations under this clause shall survive termination or expiry of this Agreement.
12. LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by applicable law, Alive's total aggregate liability arising out of or in connection with this Agreement, any Schedule, or any Experience, whether in contract, tort, negligence, or otherwise, shall be strictly limited to the net commission actually received by Alive in respect of the specific Experience giving rise to the claim.
12.2. In no event shall Alive be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of business, or loss of goodwill, even if advised of the possibility of such damages.
13. TERM & TERMINATION
13.1. This Agreement shall commence on the date You electronically accepts these terms and shall continue until terminated in accordance with this clause.
13.2. Alive may terminate this Agreement or any applicable Schedule immediately, without prior notice, if You:
13.2.1. commit a material breach of this Agreement or any Schedule and fail to remedy such breach (where remediable) within a reasonable time specified by Alive;
13.2.2. misuse, attempt to access, or compromise Alive Data in any manner whatsoever;
13.2.3. engage in fraud, wilful misconduct, gross negligence, or any unlawful activity;
13.2.4. violate applicable laws, regulatory requirements, or safety standards in connection with the Experiences;
13.2.5. act in a manner that, in Alive's reasonable opinion, may cause reputational harm, customer harm, or commercial damage to Alive;
13.2.6. become insolvent, enter liquidation, have a receiver appointed, or cease or threaten to cease business operations.
13.3. Alive may terminate this Agreement without cause, for convenience, by providing You with at least 15 (fifteen) days' prior written notice. During the notice period: (a) the Parties shall continue to perform their respective obligations in good faith and (b) No new bookings shall be accepted unless mutually agreed.
13.4. Upon termination of this Agreement for any reason:
13.4.1. all rights granted to You under this Agreement shall immediately cease;
13.4.2. You shall immediately stop representing Yourself as an Alive associate and cease all use of Alive branding, trademarks, or marketing materials;
13.4.3. all outstanding payments for Experiences already delivered shall be settled in accordance with this Agreement;
13.4.4. clauses relating to data ownership, confidentiality, indemnity, limitation of liability, dispute resolution, and governing law shall survive termination.
14. MISCELLANEOUS
14.1. Assignment: This Agreement and the rights there-under may not be assigned, novated or otherwise transferred by You to any third party, without the prior written consent of Alive.
14.2. Non-solicitation: You acknowledge that Alive's employees possess talents which are in great demand and that Alive has incurred substantial expense in recruiting and training such employees and would incur even greater expense if required to replace any such employee. In consideration thereof, You agree that during the term of this Agreement and for a period of five (5) years from the date of termination of this Agreement, it shall not offer, solicit or hire any employees of Alive.
14.3. Force Majeure: Alive shall not be considered in default in the performance of its obligations hereunder as a result of force majeure events, which term shall include Acts of God, war (declared and undeclared), pandemic, riots, civil commotion, revolution, hostilities, strikes, epidemics, blockades, nuclear hazards, acts of any government causing a political embargo or other political restraint adversely affecting the freedom to transact business with or in the place of business, failure of communication carriers and any other cause similar to the kind herein mentioned or of equivalent force occurring within the place of business which is beyond the control of Alive, unavoidable and which could not reasonably be foreseen.
14.4. Entire Agreement: The Parties acknowledge that they have read this Agreement, understood it and agree to be bound by its terms and further agree that it is the complete and exclusive statement of the agreement between the Parties, which supersedes all proposals oral or written, and all other communications between the Parties relating to the subject matter of this Agreement.
14.5. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between the Parties. You act at all times as an independent contractor.
14.6. Modification: Alive may update or modify this Agreement from time to time by providing notice on the Platform. Continued participation after such notice shall constitute acceptance of the revised terms.
14.7. Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be, or shall constitute, a waiver of any other instance or provision, whether or not similar, nor shall such waiver constitute a continuing waiver. No waiver or modification of this Agreement shall be binding unless executed in writing by an authorized officer of the Parties hereto.
14.8. Governing Law: This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of India and subject to the provisions of Clause
14. 9, the courts at Bengaluru, India shall have jurisdiction over any and all matters arising out of this Agreement.
14.9. Dispute Resolution And Arbitration
14.9.1. In the event of a dispute between the Parties arising out of this Agreement, the Parties shall endeavor to resolve such dispute through negotiations between the senior management of each Party.
14.9.2. In the event of a dispute which is unresolved for a period of sixty (60) days after being first referred to negotiations between the senior management of the Parties as per Clause 14.9.1, the Parties shall agree to resolve the controversy by way of arbitration, to be conducted by a sole arbitrator mutually appointed by the Parties. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as maybe amended from time to time.
14.9.3. The seat and venue of such arbitration shall be Bangaluru. The arbitral proceedings shall be conducted in English and the award shall be final and binding on the Parties.
14.10. Severability: If any provision of this Agreement is declared invalid by any tribunal or Court of law, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.
14.11. Acceptance
BY CLICKING "I AGREE", YOU CONFIRM THAT YOU:
14.11.1. HAVE READ AND UNDERSTOOD THIS AGREEMENT
14.11.2. AGREE TO BE LEGALLY BOUND
14.11.3. HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT
Last Updated: 25 June 2025
Aspirational Delights Digital Private Limited
