WINNGOO MATRIMONY AGENT

TERMS AND CONDITIONS AGREEMENT**

Effective Date: [●]

1. PREAMBLE AND LEGAL BINDING EFFECT

1.1 This Terms and Conditions Agreement (“Agreement”) constitutes a legally binding contract between Winngoo, including its parent company, subsidiaries, affiliates, successors, and permitted assigns (“Winngoo”, “Company”, “We”, “Us”), and the individual or legal entity registering or operating as a matrimony agent (“Agent”, “You”, “Your”).

1.2 This Agreement governs the Agent’s registration, approval, access, and use of the Winngoo Matrimony Agent Platform, including but not limited to the portal accessible at agent.wimbgo.com, related dashboards, software systems, tools, and services (collectively, the “Platform”).

1.3 By submitting an application, creating an Agent profile, accessing the Platform, or providing matrimonial services through Winngoo, the Agent expressly confirms acceptance of this Agreement in its entirety, including all policies, schedules, annexures, and future amendments incorporated by reference.

1.4 If the Agent does not agree to these terms, the Agent must immediately refrain from accessing or using the Platform.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, unless the context otherwise requires:

(a) “Agent Account” means the registered account created by the Agent upon approval by Winngoo.
(b) “Applicable Law” means all laws, statutes, regulations, rules, ordinances, directions, judgments, and governmental requirements applicable to the Agent or Winngoo.
(c) “Matrimony Services” means matchmaking, profile facilitation, lead handling, communication, and intermediary matrimonial services.
(d) “User” means any individual using Winngoo’s matrimony services.

2.2 Headings are for convenience only and shall not affect interpretation.

2.3 Words importing the singular include the plural and vice versa.

3. LEGAL STATUS OF THE AGENT

3.1 The Agent is engaged strictly as an independent contractor.

3.2 Nothing in this Agreement shall be deemed to create an employment relationship, partnership, joint venture, franchise, fiduciary duty, or agency in law.

3.3 The Agent has no authority to represent, bind, or contract on behalf of Winngoo under any circumstances.

4. NON-EXCLUSIVE AND REVOCABLE APPOINTMENT

4.1 Winngoo appoints the Agent on a non-exclusive, non-transferable, and revocable basis.

4.2 Winngoo reserves the unrestricted right to appoint multiple agents in the same geographic area, demographic segment, or service category.

4.3 No territorial, volume, or exclusivity rights are granted unless expressly agreed in writing.

5. ELIGIBILITY AND CAPACITY

5.1 The Agent represents and warrants that:

(a) The Agent is at least eighteen (18) years of age;
(b) The Agent has full legal capacity to enter into this Agreement;
(c) The Agent is not prohibited or restricted by any law or authority from providing matrimonial services;
(d) All information submitted during registration is true, accurate, and complete.

5.2 Winngoo may request identity documents, professional credentials, or additional verification at any time.

6. REGISTRATION, VERIFICATION AND APPROVAL

6.1 Submission of an Agent application or profile does not constitute acceptance or approval.

6.2 Winngoo reserves the sole and absolute discretion to approve, reject, suspend, or revoke any Agent registration without obligation to provide reasons.

6.3 Any false, misleading, incomplete, or fraudulent information shall constitute a material breach of this Agreement.

7. SCOPE OF PERMITTED ACTIVITIES

7.1 The Agent is permitted to use the Platform solely for providing Matrimony Services authorised by Winngoo.

7.2 The Agent shall not provide services outside the Platform using Winngoo leads, data, branding, or introductions without express written consent.

7.3 The Agent shall not guarantee marriage outcomes, compatibility, success rates, or timelines to any User.

8. AGENT OBLIGATIONS AND STANDARD OF CONDUCT

8.1 The Agent shall perform all activities with due care, honesty, professionalism, and good faith.

8.2 The Agent shall respect cultural, religious, personal, and legal sensitivities of Users.

8.3 The Agent shall not engage in coercion, inducement, manipulation, or misrepresentation.

9. USER INTERACTIONS AND COMMUNICATION

9.1 All communications with Users shall be conducted only through authorised Platform channels unless otherwise permitted in writing.

9.2 The Agent shall not harass, exploit, pressure, or financially manipulate any User.

9.3 Any complaint, dispute, or allegation by a User shall be promptly reported to Winngoo.

10. NO GUARANTEE OF LEADS OR BUSINESS

10.1 Winngoo does not guarantee the availability, quantity, quality, or conversion of leads, matches, or Users.

10.2 The Agent acknowledges that all commercial and operational risk rests solely with the Agent.

10.3 No minimum income, revenue, or success assurance is provided or implied.

11. FEES, COMMISSIONS AND COMMERCIAL TERMS

11.1 Winngoo may, at its discretion, charge the Agent fees including but not limited to registration fees, subscription fees, lead access fees, platform usage fees, service charges, or transaction-based commissions.

11.2 The applicable fee structure shall be displayed on the Platform or communicated separately and may be modified by Winngoo from time to time.

11.3 All fees shall be payable in advance unless otherwise expressly stated. Failure to make payment within the prescribed timeframe shall constitute a material breach.

11.4 Fees paid are non-refundable and non-transferable, except where refund is expressly required under Applicable Law.

12. COMMISSION PAYMENTS (IF APPLICABLE)

12.1 Where commission arrangements are offered, such commissions shall be governed strictly by the terms specified in a separate written commission schedule or policy.

12.2 Winngoo shall have the sole authority to calculate commissions, and its determination shall be final and binding.

12.3 Winngoo reserves the right to withhold or claw back commissions in cases of fraud, misrepresentation, chargebacks, or breach of this Agreement.

13. TAXATION AND STATUTORY OBLIGATIONS

13.1 The Agent shall be solely responsible for payment of all applicable taxes, including income tax, GST/VAT, professional tax, and any other statutory dues arising from its activities.

13.2 Winngoo shall not be liable for any tax non-compliance, penalties, interest, or liabilities incurred by the Agent.

13.3 The Agent agrees to indemnify Winngoo against any claims arising from the Agent’s tax obligations.

14. DATA PROTECTION AND PRIVACY COMPLIANCE

14.1 The Agent acknowledges that it may receive or access personal data of Users and shall process such data strictly in accordance with Applicable Law, including data protection and privacy regulations.

14.2 The Agent shall act only as a limited intermediary and shall not store, copy, transfer, sell, or otherwise exploit User data outside the Platform.

14.3 The Agent shall implement appropriate technical and organisational security measures to protect personal data against unauthorised access, loss, or misuse.

14.4 Any data breach caused by the Agent shall be immediately reported to Winngoo and shall result in full indemnification.

15. CONFIDENTIALITY

15.1 “Confidential Information” includes all non-public information relating to Winngoo, Users, leads, pricing, systems, algorithms, business strategies, and operations.

15.2 The Agent shall maintain strict confidentiality and shall not disclose Confidential Information to any third party without prior written consent.

15.3 These confidentiality obligations shall survive termination of this Agreement indefinitely.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 All intellectual property rights in the Platform, content, software, databases, trademarks, and branding are and shall remain the exclusive property of Winngoo or its licensors.

16.2 The Agent is granted a limited, revocable, non-exclusive, non-transferable licence to access the Platform solely for permitted purposes.

16.3 Any unauthorised use of Winngoo intellectual property shall constitute a material breach and may result in legal action.

17. USE OF BRAND AND REPRESENTATION

17.1 The Agent shall not represent itself as an employee, partner, franchisee, or legal representative of Winngoo.

17.2 The Agent shall not use Winngoo’s name, logo, or branding in any promotional or commercial material without prior written approval.

18. NON-CIRCUMVENTION AND NON-SOLICITATION

18.1 The Agent shall not bypass the Platform to directly solicit Users introduced through Winngoo.

18.2 The Agent shall not encourage Users to terminate or avoid Winngoo services for private dealings.

18.3 This clause shall survive termination for a period of three (3) years.

19. PROHIBITED CONDUCT

The Agent shall not engage in:

(a) Fraud, deception, or impersonation
(b) Creation of fake or misleading profiles
(c) Financial exploitation or harassment of Users
(d) Discriminatory or unlawful conduct
(e) Any activity that harms Winngoo’s reputation

20. PLATFORM ACCESS AND SECURITY

20.1 The Agent shall maintain the confidentiality of login credentials and shall be responsible for all activities under its account.

20.2 The Agent shall not attempt to interfere with the security, integrity, or performance of the Platform.

20.3 Winngoo may suspend access for security, maintenance, or compliance reasons without liability.

21. AUDIT, MONITORING AND INVESTIGATION

21.1 Winngoo reserves the right to monitor Agent activity, communications, and transactions on the Platform.

21.2 Winngoo may conduct audits or investigations where misconduct or breach is suspected.

21.3 The Agent shall cooperate fully with any such audit or investigation.

22. SUSPENSION AND TERMINATION

22.1 Winngoo may suspend or terminate the Agent Account immediately upon material breach, suspected fraud, or violation of law.

22.2 Winngoo may terminate this Agreement without cause by providing written notice.

22.3 Termination shall not entitle the Agent to compensation or damages.

23. EFFECT OF TERMINATION

Upon termination:

(a) All access rights shall cease immediately
(b) Agent profile may be removed
(c) Outstanding fees shall remain payable
(d) Confidentiality and indemnity obligations shall survive

24. INDEMNITY

24.1 The Agent shall indemnify and hold harmless Winngoo against all claims, losses, damages, penalties, costs, and expenses arising from the Agent’s breach, misconduct, or violation of law.

25. LIMITATION OF LIABILITY

25.1 To the maximum extent permitted by law, Winngoo shall not be liable for indirect, incidental, or consequential damages.

25.2 Winngoo’s total liability shall not exceed the total fees paid by the Agent in the preceding twelve (12) months.

26. FORCE MAJEURE

26.1 Winngoo shall not be liable for failure or delay due to events beyond reasonable control, including acts of God, government actions, system failures, or natural disasters.

27. GOVERNING LAW AND JURISDICTION

27.1 This Agreement shall be governed by and construed in accordance with the laws of India.

27.2 Courts having jurisdiction over Winngoo’s registered office shall have exclusive jurisdiction.

28. DISPUTE RESOLUTION

28.1 Disputes shall first be resolved through good faith negotiations.

28.2 If unresolved, disputes may be referred to arbitration in accordance with applicable arbitration laws.

29. AMENDMENTS

29.1 Winngoo may amend this Agreement from time to time.

29.2 Continued use of the Platform constitutes acceptance of amended terms.

30. ENTIRE AGREEMENT

30.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or representations.

31. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE AGENT

31.1 The Agent represents, warrants, and undertakes that all information, documents, credentials, certifications, photographs, and declarations provided to Winngoo are true, complete, accurate, and not misleading.

31.2 The Agent confirms that it has not been convicted of, charged with, or investigated for any offence involving fraud, moral turpitude, harassment, exploitation, or misuse of personal data.

31.3 The Agent undertakes to immediately notify Winngoo of any change in legal status, ownership, licensing, or regulatory standing.

32. COMPLIANCE WITH MATRIMONIAL AND CONSUMER LAWS

32.1 The Agent shall comply with all Applicable Laws governing matrimonial services, matchmaking, intermediaries, advertising, and consumer protection.

32.2 The Agent shall not publish, circulate, or promote misleading matrimonial advertisements, false claims, or deceptive assurances.

32.3 Any regulatory action or complaint against the Agent shall be promptly disclosed to Winngoo.

33. USER CONSENT AND COMMUNICATION RESTRICTIONS

33.1 The Agent shall interact with Users only where valid consent exists through the Platform.

33.2 Cold calling, unsolicited messaging, or off-platform solicitation is strictly prohibited.

33.3 Breach of this clause shall be deemed a serious violation attracting immediate termination.

34. RESTRICTIONS ON SUB-AGENTS AND DELEGATION

34.1 The Agent shall not appoint sub-agents, representatives, employees, or delegates to access the Platform without prior written approval.

34.2 The Agent shall remain fully liable for acts and omissions of any approved sub-agent.

35. NON-DISPARAGEMENT

35.1 The Agent shall not make any statement, communication, or publication that may harm or disparage the reputation, goodwill, or business interests of Winngoo.

35.2 This obligation shall survive termination indefinitely.

36. INSURANCE (WHERE APPLICABLE)

36.1 Winngoo may require the Agent to maintain professional indemnity or liability insurance.

36.2 Failure to maintain required insurance shall constitute a breach.

37. RECORDS, LOGS AND AUDIT TRAIL

37.1 The Agent shall maintain accurate records of User interactions conducted through the Platform.

37.2 Winngoo may request access to such records for compliance or dispute resolution purposes.

38. PLATFORM MODIFICATIONS AND UPGRADES

38.1 Winngoo may modify, upgrade, suspend, or discontinue any part of the Platform without liability.

38.2 Continued use following changes constitutes acceptance.

39. DISCLAIMER OF WARRANTIES

39.1 The Platform and services are provided on an “as is” and “as available” basis.

39.2 Winngoo disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

40. LIMITATION ON USER DISPUTES

40.1 Winngoo is not responsible for disputes between the Agent and Users.

40.2 The Agent shall resolve all User disputes independently and indemnify Winngoo from related claims.

41. LEGAL NOTICES AND COMMUNICATIONS

41.1 Notices shall be deemed valid if sent via registered email, platform notification, or registered post.

41.2 The Agent is responsible for maintaining updated contact details.

42. ASSIGNMENT AND TRANSFER

42.1 The Agent may not assign or transfer rights or obligations without prior written consent.

42.2 Winngoo may freely assign this Agreement.

43. SEVERABILITY

43.1 If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

44. WAIVER

44.1 Failure to enforce any provision shall not constitute a waiver.

44.2 Waivers must be in writing.

45. SURVIVAL OF CLAUSES

45.1 Clauses relating to confidentiality, indemnity, limitation of liability, non-solicitation, governing law, and dispute resolution shall survive termination.

46. GOVERNING LAW

46.1 This Agreement shall be governed by and construed in accordance with the laws of India.

47. JURISDICTION

47.1 Courts having jurisdiction over Winngoo’s registered office shall have exclusive jurisdiction.

48. DISPUTE RESOLUTION AND ARBITRATION

48.1 Disputes shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act.

48.2 Arbitration seat and venue shall be determined by Winngoo.

49. ENTIRE AGREEMENT AND PRECEDENCE

49.1 This Agreement supersedes all prior agreements, discussions, and understandings.

49.2 In case of conflict, this Agreement shall prevail.

50. EXECUTION AND ACCEPTANCE

50.1 This Agreement is executed electronically.

50.2 Acceptance is deemed upon registration, login, or use of the Platform.