These Master Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you (either an individual, business entity, or authorized enterprise representative, herein "Customer", "User", "You", or "Your") and Marketplace Technologies Inc. (a Delaware corporation having its principal office at 651 N Broad St, Suite 201, Middletown, DE 19709, USA) and its corporate operating subsidiaries including Momitnow Private Limited (having its registered office at 403, Jai Ganesh Vishwa Complex, Pune, Maharashtra 411039, India) (collectively, "MOM", "Company", "We", "Us", or "Our").
01 Preamble & Acceptance of Terms
By accessing, browsing, registering for, subscribing to, downloading, installing, embedding, or utilizing any portion of the MOM ecosystem — including the website hosted at momitnow.com, associated subdomains, web portals, progressive web applications (PWAs), native mobile applications, APIs, autonomous agents, and related software platforms — you unconditionally agree to be bound by these Terms and all incorporated schedules, policies, and data processing addenda.
If you are entering into this Agreement on behalf of a corporation, partnership, government agency, or other legal entity, you represent and warrant that you possess full legal authority to bind such entity to these Terms. If you do not possess such authority, or if you do not agree with each provision of these Terms, you must immediately terminate all use of the MOM Platform.
02 The MOM Platform Ecosystem & Service Architecture
MOM provides an integrated enterprise Operating System and Marketplace of Marketplaces encompassing specialized operational modules and artificial intelligence automation, including but not limited to:
- MOM AI: Autonomous agent orchestration, enterprise model access, predictive analytics, prompt pipelines, and algorithmic workflow automation.
- MOM Business: Core enterprise resource management, financial ledger, billing, procurement, inventory, and customer relationship management (CRM).
- MOM Shop: Omnichannel retail commerce, point-of-sale (POS), merchant storefronts, catalog distribution, and order lifecycle management.
- MOM Food: Restaurant point-of-sale, digital menu systems, kitchen display systems (KDS), table management, and food delivery routing.
- MOM Booking & Appointment: Service marketplace scheduling, multi-staff booking calendars, provider availability dispatch, and customer intake.
- MOM WMS (Warehouse Management System): Inbound receiving, storage bin allocation, cross-docking, picking, packing, barcode scanning, and multi-hub inventory synchronization.
- MOM DMS (Delivery Management System): Last-mile route optimization, automated courier dispatching, driver mobile applications, electronic proof of delivery (e-POD), and real-time shipment telemetry.
- MOM TMS (Transportation Management System): Mid-mile freight dispatch, carrier load boards, contract rate calculation, and multi-modal shipment tracking.
- MOM FMS (Fleet Management System): Telematics ingestion, vehicle maintenance scheduling, fuel management, driver safety scorecards, and asset compliance.
MOM operates strictly as a cloud-based software provider and platform intermediary. MOM does not inspect, transport, handle, manufacture, warehouse, prepare, or physically deliver goods, food, or freight, nor does MOM employ independent third-party logistics carriers, merchants, drivers, or service professionals unless explicitly contracted in writing.
03 Account Registration, Enterprise Identity & Security Responsibilities
To access the Platform, you must complete registration and establish an authenticated administrative account. You agree to:
- Provide accurate, current, and complete corporate and contact information during onboarding;
- Maintain and promptly update account records to ensure accuracy;
- Maintain the strict confidentiality of all master credentials, API authentication keys, JSON Web Tokens (JWTs), and session tokens;
- Enforce role-based access control (RBAC) and multi-factor authentication (MFA) across your organization's authorized end users;
- Accept full responsibility for all activities, automated agent triggers, transactions, and data transmissions originating under your credentials.
You must notify MOM immediately at [email protected] upon becoming aware of any actual or suspected unauthorized access, credential compromise, or security incident affecting your account. MOM shall not be liable for any losses, data leakage, or damages caused by any failure on your part to maintain credential confidentiality.
04 Subscription Models, Billing, Commercial Transactions & Payment Processing
Access to Platform tiers is governed by subscription plans, usage-based consumption tiers, and transactional volume fees:
- Billing Cycles & Automatic Renewal: Platform fees are billed in advance on a recurring monthly or annual basis, or in arrears for metered usage (such as AI token consumption, SMS notifications, and delivery route API transactions). Subscriptions automatically renew for successive terms unless cancelled prior to the renewal date via account settings or written notice to [email protected].
- Payment Processors & Non-Custody Role: Payments are processed via licensed third-party payment gateways (including Stripe, Razorpay, and regional banking partners). MOM does not collect, hold, custody, or transmit banking funds directly, nor does MOM act as an escrow agent, depository institution, or money services business (MSB).
- Taxes: All fees are exclusive of applicable value-added tax (VAT), goods and services tax (GST), sales tax, withholding taxes, or other municipal levies, which shall be added to invoices as required by governing revenue authorities.
- Non-Refundable Commitments: Except where strictly required by applicable consumer law, all paid fees, usage allowances, and subscription charges are non-refundable. Failure to settle outstanding balances within thirty (30) days of invoice may result in service suspension.
05 Intellectual Property Rights & Reservation of Rights
The Platform, including all underlying source code, system architectures, compiled binaries, user interfaces, database designs, machine learning models, autonomous agent designs, icons, algorithms, trademarks, trade secrets, documentation, and visual styling, is the exclusive proprietary property of Marketplace Technologies Inc. and its licensors.
Subject to timely fee payment and compliance with these Terms, MOM grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Platform solely for your internal business operations during the active subscription term.
You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or extract source code; (b) copy, modify, adapt, translate, or create derivative works; (c) sell, rent, lease, distribute, timeshare, or white-label the software without prior written agreement; (d) bypass or subvert license verification systems or rate limits; or (e) access the Platform to construct a competing product or benchmark service.
06 Customer Data Ownership, Data Processing & Security Safeguards
As between MOM and Customer, Customer retains all right, title, and interest in and to all proprietary information, customer records, inventory catalogs, orders, transport logs, and business assets submitted, uploaded, or transmitted by Customer to the Platform ("Customer Data").
Customer grants MOM a worldwide, royalty-free, non-exclusive license to host, copy, process, transmit, format, and display Customer Data solely to the extent necessary to provide, secure, maintain, and support the Platform and execute Customer's explicit workflow instructions.
Where Customer Data contains personal data subject to the General Data Protection Regulation (GDPR), UK GDPR, the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), or the Digital Personal Data Protection Act (DPDP Act, India), Customer acts as the Data Controller (or Business) and MOM acts as a Data Processor (or Service Provider). The parties agree to comply with their respective statutory obligations under our Global Privacy Policy and Data Processing Addendum.
07 Artificial Intelligence Models, Autonomous Agents & Algorithmic Services Disclaimer
The MOM Platform incorporates artificial intelligence systems, large language models (LLMs), machine learning inferencing engines, and autonomous agent orchestration (collectively, "AI Services"). Customer expressly acknowledges and covenants as follows:
- Probabilistic & Synthetic Nature: AI models generate outputs through probabilistic token prediction and statistical inferencing. Outputs are non-deterministic, synthetic approximations and may occasionally contain factual inaccuracies, hallucinations, errors, or incomplete assertions.
- No Professional Advisory: AI Services do not constitute certified legal, accounting, tax, investment, engineering, medical, or architectural advice. Customer shall independently verify all AI-generated calculations, dispatch routes, financial estimates, inventory forecasts, and legal drafts prior to operational reliance.
- Autonomous Agent Operational Risk: MOM AI Agents operate autonomously based on natural language instructions, event triggers, and database webhooks configured by Customer. Customer assumes sole and exclusive operational responsibility for the parameters, permissions, API authorizations, and real-world execution boundaries assigned to AI agents. MOM shall have zero liability for automated purchase orders, pricing adjustments, delivery dispatches, inventory write-offs, or messaging workflows executed by Customer-configured agents.
- Customer Training Protections: MOM does not utilize Customer's proprietary business data, trade secrets, confidential database records, or personal data to train publicly accessible foundation models for third parties without Customer's affirmative, explicit written consent.
- Fair Use & High-Risk Prohibitions: Customer shall not use AI Services for high-risk applications involving autonomous weaponry, critical nuclear safety systems, real-time life-support systems, or deceptive political interference.
08 Marketplace Intermediary Immunity & Multi-Vendor Neutrality
MOM functions as an intermediary communications and technology marketplace platform under 47 U.S.C. § 230 (United States Communications Decency Act), Article 6 of the European Union Digital Services Act (DSA), Section 79 of the Information Technology Act (India), and equivalent statutory provisions in international jurisdictions.
MOM does not curate, author, verify, endorse, warrant, or assume liability for any listings, merchant pricing, product safety, food preparation standards, driver certifications, transport insurance sufficiency, delivery timeliness, or service quality provided by independent third-party vendors, merchants, or logistics providers operating on the Platform.
All commercial transactions, service bookings, purchases, and delivery engagements are executed strictly between Customer and the respective vendor, merchant, carrier, or end-consumer. MOM disclaims all liability arising from disputes, consumer chargebacks, physical property damage, personal injury, non-performance, or regulatory non-compliance of independent marketplace participants.
09 Acceptable Use Policy & System Integrity Prohibitions
Customer covenants that neither it nor any authorized user shall utilize the Platform to:
- Violate any applicable international, federal, state, provincial, or local statutory regulation;
- Infringe upon the intellectual property, copyright, patent, trademark, trade secret, or privacy rights of any third party;
- Transmit, store, or inject malicious code, trojan horses, viruses, ransomware, or corrupted files designed to disrupt the Platform;
- Execute denial-of-service (DoS/DDoS) attacks, automated scrapers, web spiders, or automated extraction mechanisms without prior written authorization;
- Facilitate the sale or trafficking of illegal narcotics, unregulated firearms, hazardous contraband, or engage in human trafficking, child exploitation, or terrorism;
- Distribute unsolicited commercial electronic mail (spam) or execute fraudulent phishing campaigns.
MOM reserves the absolute right, without prior notice or liability, to investigate, suspend, throttle, or permanently terminate any account found in violation of this Acceptable Use Policy.
10 Third-Party Services, API Connectors & External Integrations
The Platform may provide connectors, webhooks, and integrations with third-party software providers, including cloud enterprise applications, accounting software, messaging services (e.g., WhatsApp, Twilio), mapping APIs (e.g., Google Maps), and payment processors.
MOM makes no warranties, express or implied, regarding the availability, uptime, latency, data accuracy, or security of any third-party services. Your engagement with third-party software is governed solely by the terms and privacy disclosures of the respective third-party vendor. MOM shall not be liable for service disruptions caused by external API downtime, rate throttling, or protocol deprecation.
11 Termination, Suspension & Account Offboarding
Termination for Convenience: Customer may terminate its subscription at the conclusion of the then-current billing cycle via the administrative portal. MOM may terminate for convenience upon sixty (60) days' advance written notice.
Termination for Cause: Either party may immediately terminate this Agreement upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; (b) ceases commercial operations without a successor; or (c) becomes the subject of bankruptcy, insolvency, receivership, or liquidation proceedings.
Effects of Termination: Upon termination or expiration: (a) all licenses granted herein terminate immediately; (b) Customer shall discontinue all use of the Platform and APIs; (c) Customer may request an export of Customer Data within thirty (30) calendar days, after which MOM reserves the right to securely purge Customer Data in accordance with our data retention schedule; and (d) all accrued payment obligations and provisions designed by nature to survive shall remain in full force.
12 Disclaimer of Warranties ("AS IS" and "AS AVAILABLE")
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MOM PLATFORM, INCLUDING ALL SOFTWARE MODULES, AI SERVICES, AUTONOMOUS AGENTS, APIS, SERVERS, STORAGE, DOCUMENTATION, AND INTEGRATIONS, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL.
MOM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION, DATA ACCURACY, FREEDOM FROM COMPUTER VIRUSES, AND NON-INFRINGEMENT.
MOM DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, SECURE, BUG-FREE, OR ERROR-FREE, OR THAT AI AGENT OUTPUTS, DELIVERY ROUTES, TELEMATICS RECORDS, OR INVENTORY FORECASTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR MEET YOUR BUSINESS REQUIREMENTS.
13 Comprehensive Limitation of Liability & Consequential Damage Waiver
IN NO EVENT SHALL MOM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA OR CORRUPTION OF RECORDS, BUSINESS INTERRUPTION, EQUIPMENT DOWNTIME, WORK STOPPAGE, OR INACCURATE AI INFERENCING, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MOM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF MOM AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, AI SERVICES, OR RELATED TRANSACTIONS, UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, OR OTHERWISE), EXCEED THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD); OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO MOM UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO LIABILITY.
THE PARTIES EXPRESSLY AGREE THAT THESE LIMITATIONS REPRESENT A FUNDAMENTAL BASIS OF THE BARGAIN AND REASONABLE ALLOCATION OF COMMERCIAL RISK, AND THAT IN THE ABSENCE OF THESE LIMITATIONS, THE FEES CHARGED FOR THE PLATFORM WOULD BE SUBSTANTIALLY HIGHER.
14 Broad Indemnification & Defense Covenants
You agree to defend, indemnify, and hold harmless Marketplace Technologies Inc., Momitnow Private Limited, their corporate affiliates, subsidiaries, and their respective directors, officers, employees, contractors, agents, and licensors (collectively, the "MOM Indemnitees") from and against any and all claims, demands, causes of action, regulatory inquiries, fines, losses, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees and expert costs) arising out of or related to:
- Your access to, deployment of, or utilization of the Platform, including any sub-accounts created for your enterprise;
- Your Customer Data, including any claim that Customer Data violates, misappropriates, or infringes any third-party intellectual property or privacy rights;
- Any autonomous agent workflow, bot action, automated dispatch, or algorithmic output configured or triggered by your account;
- Your breach of any provision, covenant, representation, or warranty contained within these Terms or our Acceptable Use Policy;
- Commercial transactions, merchant sales, food preparation, transport services, delivery disputes, or customer relations between you and your end-users;
- Your violation of any applicable municipal, state, federal, or international statute, decree, or data protection law.
MOM reserves the right, at your sole expense, to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to fully cooperate with MOM in asserting all available defenses.
15 Mandatory Dispute Resolution, Binding Arbitration & Class Action Waiver
Pre-Dispute Informal Resolution: Before initiating formal dispute proceedings, the parties agree to engage in good-faith informal negotiations for at least thirty (30) days by submitting written notice of dispute to [email protected] detailing the factual basis and specific relief sought.
Mandatory Binding Arbitration: Except for claims seeking equitable injunctive relief for intellectual property misappropriation, any controversy, claim, or dispute arising out of or relating to these Terms or the Platform that is not resolved informally shall be resolved by binding individual arbitration:
- For disputes involving customers located in North America or global regions outside of India: Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator in Wilmington, Delaware, USA, conducted in the English language.
- For disputes involving customers located in the Republic of India: Arbitration shall be governed by the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement (or by the High Court of Bombay), seated in Pune, Maharashtra, India.
CLASS ACTION WAIVER: TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, ALL ARBITRATION PROCEEDINGS AND CLAIMS MUST BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
16 International Compliance, Export Sanctions & Governing Law
Governing Law: For entities contracting from outside India, this Agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict of law principles. For entities contracting from India, this Agreement is governed by the laws of India, subject to the exclusive jurisdiction of the courts located in Pune, Maharashtra. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly disclaimed and excluded.
Export & Sanctions Compliance: You certify that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive United States, European Union, or United Nations trade sanctions (including Cuba, Iran, North Korea, Syria, or the Crimea/Donetsk/Luhansk regions). You agree not to export, re-export, transfer, or disclose any software or technical data received from MOM in violation of applicable export administration regulations.
17 General Provisions, Severability & Non-Waivable Statutory Savings Clause
Entire Agreement: These Terms, together with the Global Privacy Policy, Data Processing Addendum, and any active Order Form, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior understandings, representations, or proposals.
Severability: If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
Non-Waivable Statutory Savings Clause: NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY STATUTORY CONSUMER GUARANTEE, RIGHT, OR REMEDY UNDER APPLICABLE MANDATORY LAW (INCLUDING BUT NOT LIMITED TO THE AUSTRALIAN CONSUMER LAW, EU CONSUMER RIGHTS DIRECTIVE, OR INDIA CONSUMER PROTECTION ACT, 2019) THAT CANNOT BE LAWFULLY EXCLUDED, RESTRICTED, OR MODIFIED BY CONTRACT. WHERE SUCH LAWS APPLY, MOM'S LIABILITY SHALL BE LIMITED TO THE MINIMUM EXTENT PERMISSIBLE UNDER SUCH LAW.
Force Majeure: Neither party shall be liable for delays or failure in performance resulting from acts beyond reasonable control, including natural catastrophes, civil unrest, war, cyber warfare, systemic cloud infrastructure outages, grid failures, strikes, or governmental decrees.
18 Legal Contact Information & Official Grievance Officer
For legal inquiries, formal notices of dispute, intellectual property complaints (DMCA), or compliance communications, please contact MOM's designated legal and compliance department:
Corporate Operating Entities:
Marketplace Technologies Inc. (Delaware, USA)
Momitnow Private Limited (Pune, India)
Primary Legal & Support Inquiries:
Official Postal Addresses:
United States: 651 N Broad St, Suite 201, Middletown, DE 19709, USA
India (Corporate / Grievance Redressal): 403, Jai Ganesh Vishwa Complex, Pune, Maharashtra 411039, India