SOFTWARE SERVICES AGREEMENT

This SOFTWARE SERVICES AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into in Colombo, Sri Lanka on the Date of Commencement:

BY AND BETWEEN

Garlic Bed Private Limited, a Company registered under the Companies Act No.7 of 2007 and having its registered office at 206/A/1, Halloluwa, Kandy, Sri Lanka ("Hereinafter referred to as "GarlicBed", which term and expression as hereinafter used shall mean and include the said Garlic Bed (Private) Limited, its permitted assigns and successors);

AND
The user of the GLOWAPP Business application, hereinafter referred to as the "Vendor".

GarlicBed provides Vendors with the GLOWAPP Business application for the purpose of connecting the Vendor with Clients of the GLOWAPP Application. The Vendor acknowledges and agrees that GarlicBed is a technology services provider that only provides the technical platform. In order to use the GLOWAPP Business application, the Vendor must agree to the terms and conditions set forth below. Upon Vendor's execution of this Agreement, Vendor and GarlicBed shall be bound by the terms and conditions herein.

1. PROVISION OF SERVICES

1. Subject to continuous compliance with this Agreement, Garlicbed hereby grants Vendor a limited, nonexclusive, non-transferable license to access and use the GLOWAPP Business application. The Vendor may provide, make available to, or permit authorized users to use or access the GLOWAPP Business application, in whole or in part.
2. During the time of the agreement, GarlicBed may update or modify the GLOWAPP Business application, to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of a third-party program. Before making such changes or modifications to the GLOWAPP Business application, GarlicBed will be responsible for duly notifying the Vendor about the impacts of such changes on the business operations of the Vendor.
3. Vendor shall not, and shall not allow any other party to provide, make available to, or permit individuals other than Authorized users to use or access GLOWAPP Business application, in whole or in part;
   • license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the GLOWAPP Business application in any way;
   • modify or make derivative works based upon the GLOWAPP Business application;
   • improperly use the GLOWAPP Business application, "framing" or "mirroring" any part of the GLOWAPP Business application on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the GLOWAPP Business application;
   • reverse engineer, decompile, modify, or disassemble the GLOWAPP Business application, except as allowed under applicable law; or
   • send spam or otherwise duplicative or unsolicited messages;
   • create, market, distribute add-ons or enhancements or incorporate into another product the Services or Software without prior written consent of GLOWAPP Business application.
4. In addition, Vendor shall not, and shall not allow any other party to, access or use the GLOWAPP Business application:
   • design or develop a competitive or substantially similar product or service;
   • copy or extract any features, functionality, or content thereof;
   • launch or cause to be launched on or in connection with the GLOWAPP Business application an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the GLOWAPP Business application; or
   • attempt to gain unauthorized access to the GLOWAPP Business application or its related systems or networks.

2. USE OF GLOWAPP BUSINESS APPLICATION

1. Upon execution of this Agreement, GarlicBed will enable Vendor to access GarlicBed's browser-based online GLOWAPP Business application, that enables Vendor to perform same tasks as the mobile application and the extended features.
2. The Vendor will provide the service for the appointments received through theGLOWAPP Business application. The Vendor is fully responsible for the quality, and safety of the service consumer.
3. The Vendor will determine and set the retail price for each Product and Service to be made available via the GLOWAPP Business application. The Vendor will be responsible for the remittance of applicable Indirect Tax (including but not limited to Value Added Tax ('VAT'), Nation Building Tax ('NBT'), TourismDevelopmentLevy ('TDL'), Colombo Municipal Corporation Tax ('CMCT').
4. The Vendor is responsible for:
   • ensuring that all information provided by the Vendor to GarlicBed shall be true and accurate and not misleading in any respect at all times
   • reviewing their available service and products and other information on the GLOWAPP Business application and ensuring that all information is upto date and in line with the applicable laws.
5. The Vendor is responsible for costs related to reimbursement to the Users of the GLOWAPP Business application in the event any such User(s) request a refund for any product(s), service(s) for reasons that are considered by the Vendor as reasonable.

   There are two types of refund requests,

   1. Refund request for a completed appointment that occurred loss or damage to the client.
   2. Refund request for an incomplete appointment that is accidentally checked out by the vendor.

   GLOWAPP Business application only facilitates the refund requests of the second (2) type.

   (1) When a service Client requests a refund for a completed appointment that caused any loss, damage, or inconvenience to the Client, that refund request needs to be handled by the Vendor (Salon). GLOWAPP will not be involved in refund requests made by the client for the appointments that the services are provided and checked out by the Salon.

   (2) GLOWAPP will only be involved in the refund requests for incomplete appointments that are accidentally checked out by the Vendor (Salon), without providing the agreed services to the particular service Client. Such refund inquiries can be requested by either the Client or Vendor from GLOWAPP by contacting the GLOWAPP support team. For any refund request, GLOWAPP may do a background check before approving the request. Refund requests should be made by either the Vendor (Salon) or the Client within 48 hours after completing the appointment.

6. GarlicBed reserves the right to temporarily suspend the provision of the GLOWAPP Business application in the event of (a) Breach of quality or safety standards or other such applicable laws by the Vendor, (b) Misbehavior with or harassment of GarlicBed staff, or users or (e) any other reason determined by GarlicBed that will result in a negative experience for Users of the GLOWAPP application.

3. PROPRIETARY RIGHTS.

1. All use of GaricBed's Intellectual Property by Vendor will be in the form and format approved by GarlicBed, and Vendor will not otherwise use or modify Intellectual Property without GarlicBed's prior written consent. All goodwill related to Vendor's use of GarlicBed's Intellectual Property shall inure solely to the benefit of GarlicBed. Intellectual Property will at all times remain the exclusive property of GarlicBed. Except as expressly set forth herein, GarlicBed does not, and shall not be deemed to, grant Vendor any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by GarlicBed.
2. Vendor hereby grants GarlicBed the right to display Vendor's Intellectual Property throughout the Term in accordance with this Section:
   • on the GLOWAPP website,
   • on the GLOWAPP mobile and web applications, and
   • in any list of companies describing with whom GLOWAPP has engaged in similar marketing or promotional activities, as long as such use is in compliance with Vendor's brand guidelines, if any.
3. Each party acknowledges and agrees that there shall be no development of technology, content, media, or other intellectual property by either party for the other party pursuant to this Agreement. Any development activities relating to any technology, content, media, or other intellectual property must be the subject of a separate written agreement between GarlicBed and Vendor prior to the commencement of any such activities.
4. GarlicBed shall remain the owner of all rights, title, and interest in and to GLOWAPP Business application including any updates, enhancements, and new versions thereof, all data related to the use of the application, and all related documentation and materials provided or made available to Vendor or any proposed or current Authorized User in connection with this Agreement.
5. Other than as expressly set forth herein, neither party may use or reference the other party's name, logo, trade Intellectual Property, or service Intellectual Property in a press release or otherwise without the prior consent of such other party in each instance.

4. PAYMENTS

1. If any amount to be paid to the Vendor from GLOWAPP, the payments will be made every Monday or the closest working day after deducting payables to be collected from the Vendor. This will be depicted in the Financials section on the GLOWAPP Business application.
2. Vendor can request a withdrawal for any waiting amount to be paid from the GLOWAPP via the Requestion withdrawal option on the GLOWAPP Business application. The requested withdrawal should be transferred the next working day.

5. PRIVACY AND CONFIDENTIAL INFORMATION

1. Each party acknowledges and agrees that in the performance of this Agreement, it may have access to or may be exposed to, directly or indirectly, confidential information of the other party. Confidential Information includes Business information, Information on the Vendors, the transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information of the disclosing party (whether disclosed in writing or verbally) that the disclosing party designates as being proprietary or confidential or of which the receiving party should reasonably know that it should be treated as confidential.
2. Each party acknowledges and agrees that:
   • all Confidential Information shall remain the exclusive property of the disclosing party;
   • it shall not use the Confidential Information of the disclosing party for any purpose except in furtherance of this Agreement;
   • it shall not disclose Confidential Information of the disclosing party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
   • it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the disclosing party. (subject to applicable law and, with respect to GarlicBed, its internal recordkeeping requirements).

6. LIMITATION OF LIABILITY

1. Other than with respect to
   • a party's indemnification obligations,
   • damages arising from either party's breach of its confidentiality obligations set forth in this agreement, or,
   • damages arising from either party's breach of any representations or warranties set forth in this agreement,

   in no event shall GarlicBed be liable for any indirect, punitive, incidental, exemplary, special or consequential damages, or for loss of business or profits, suffered by the other party or any third party collectively arising out of this agreement and all Addendum, whether based on contract, tort or any other legal theory, even if Vendor (or their agents) has been advised of the possibility of such damages.

2. and in no event shall GarlicBed be liable under this agreement and all Addendum for any direct damages in an amount exceeding the greater of the total amounts paid or payable by Vendor to GarlicBed hereunder in the twelve months preceding the incident that gave rise to the liability.
3. Vendor acknowledges and agrees that any and all claims Vendor has or purports to have against GarlicBed should be notified to GarlicBed within 7 days after the event(s) that gave rise to such claim and that Vendor forfeits all rights in respect of that claim if Vendor fails to do so. Nothing in this Section purports to limit or exclude liability that cannot be limited or excluded by applicable law.

7. TERMINATION.

1. This Agreement shall commence on the date that the Agreement is executed by Vendor, (mentioned as the "Date of Commencement" in Addendum A) and shall continue until terminated as set forth herein.
2. Either party may terminate this Agreement including any addendums thereto:
   • without cause at any time upon giving the other party thirty (30) days prior written notice;
   • immediately, without notice, for the other party's material breach of this Agreement or the addendums thereto; or
   • immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party's filing or submission of request for suspension of payment (or similar action or event) against the terminating party.
3. All Addendums to this agreement shall automatically terminate upon the termination of this agreement. All outstanding payment obligations and sections on Proprietary Rights, Fees and Payment, Privacy and Confidential Information, Disclaimer and Warranties, Indemnification and Governing Law, and Dispute Resolution of this agreement shall survive the termination.

8. GENERAL

1. GarlicBed reserves the right to modify the terms of this Agreement or the Addendums at any time, effective upon publishing an updated version of this Agreement or Addendums, as applicable, on the GLOWAPP Website. GarlicBed reserves the right to modify any information referenced at hyperlinks from this Agreement or the addendums from time to time. GarlicBed will provide Vendors with notice of any such modifications or updates through the email GarlicBed has on file and/or through the GLOWAPP Business application. The Vendor is responsible for updating contact information through the GLOWAPP Business application and regularly reviewing the GLOWAPP Business application, this agreement, and any applicable addendums for updates and information from GarlicBed.
2. Vendor may be presented with certain Addendums from time to time. Addendums are in addition to, and shall be deemed a part of, this Agreement. Addendums shall prevail over this Agreement in the event of a conflict.
3. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity, and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable (part of the) provision with a (part of a) provision that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
4. This Agreement, including all Addendums, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words "including" and "include" mean "including, but not limited to."
5. Any notice delivered by GarlicBed to Vendor under this Agreement will be delivered by email to the email address associated with Vendor's account or by posting on the GLOWAPP Business application available to the Vendor. Any notice delivered by Vendor to GarlicBed under this Agreement will be delivered by email to the email address provided to the Vendor by GarlicBed.
6. Any delay in or failure by either party in the performance of this Agreement, or an Addendum, shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a "Force Majeure Event"). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the applicable agreement.
7. This Agreement and each of the Addendum may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon notice to the other party, to (a) an Affiliate of such party, or (b) in connection with the sale of all or substantially all of such party's equity, business or assets. Subject to the foregoing, this Agreement and all of the Addendum shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.
8. Nothing in this Agreement, or any Addendum, shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party.
9. Each party shall be responsible for the payment of its own tax liability arising from these General Terms or any Addendum.

By registering with GLOWAPP, both parties expressly acknowledge that both parties have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that both parties agree to be bound by the terms and conditions of this Agreement, and that Vendor is legally competent to enter into this Agreement with GarlicBed.

PS: If you require a signed hard copy of this agreement, please contact GLOWAPP admin via support@glowapp.info

This document was last updated on November 18, 2023