TERMS & CONDITIONS OF SERVICE

By taking any one or more of the following actions, the Client conclusively and irrevocably accepts these Terms and Conditions in their entirety:

• Visiting, browsing, or accessing any page of the Platform;
• Registering an account on the Platform;
• Submitting a booking inquiry, request, or application;
• Uploading any Ad Creative to the Platform;
• Making any payment — partial or full — toward any Service;
• Clicking "I Agree," "Book Now," "Confirm," "Pay," or any similar button on the Platform;
• Communicating with AdWagon via email, WhatsApp, phone, or any other channel in relation to a booking;
• Accepting a quotation or invoice issued by AdWagon;
• Signing any physical or digital agreement, acknowledgement, or booking form issued by AdWagon.

No Service shall be deemed to be provided under any terms other than those set out in this Agreement. Any terms proposed by the Client that conflict with or differ from these Terms are expressly rejected and shall be of no effect.

You represent and warrant that: (a) you are at least 18 years of age or are a duly authorized representative of an entity; (b) you have the legal capacity to enter into a binding contract; (c) all information provided by you is accurate, current, and complete; and (d) you are not prohibited by any applicable law from using the Services.

AdWagon's internal processing, acknowledgement, or receipt of payment shall not constitute acceptance of any term not expressly stated in this document. AdWagon reserves the right to cancel any Booking and refund amounts at its sole discretion if it determines, at any stage, that acceptance was made in error or under exceptional circumstances.

AdWagon provides outdoor mobile LED van advertising services in Bhopal, Madhya Pradesh. Services include: scheduling and displaying Client's approved Ad Creative on AdWagon's LED vans on designated routes, real-time GPS tracking of vans, slot booking management, and related support services.

AdWagon provides a platform for outdoor advertising and makes no warranty, representation, or guarantee — express or implied — regarding:

• The number of individuals who will view, notice, or be influenced by the displayed Ad Creative;
• Any increase in sales, revenue, inquiries, leads, brand awareness, or any other business outcome;
• The effectiveness, suitability, or success of any advertising campaign;
• The return on investment (ROI) or any commercial benefit to the Client.

The Client acknowledges that outdoor advertising results are inherently uncertain and that AdWagon offers only the medium of advertising and not any guaranteed outcome.

AdWagon reserves the absolute right to modify, expand, curtail, suspend, or discontinue any aspect of its Services at any time, without prior notice and without liability to the Client. AdWagon may add, remove, or restructure Zones, routes, slots, pricing, or features on the Platform at any time.

All bookings are subject to availability as determined by AdWagon's real-time slot management system. A booking is considered tentative until full payment has been received and confirmed by AdWagon. AdWagon reserves the right to cancel, modify, or reject any booking at any stage prior to service commencement, including after receipt of payment, and shall in such event issue a refund as per the refund policy in Clause 9.

All Booking Charges are payable in Indian Rupees (INR) through the payment methods available on the Platform (currently facilitated via Razorpay or such other payment processors as AdWagon may designate from time to time). Charges include all applicable taxes, unless stated otherwise.

• Full payment must be received before any Slot is confirmed and before any Ad Creative is displayed.
• AdWagon is not responsible for any payment failures, delays, transaction errors, double-charges, or technical issues arising from the payment gateway or the Client's bank. Disputes regarding payment must be taken up directly with the payment processor or the Client's financial institution.
• AdWagon shall not be liable for any loss suffered by the Client as a result of payment processing failures or interruptions.

The Client is solely responsible for all taxes, cesses, surcharges, or statutory levies applicable to its purchase of advertising services, including any applicable GST. AdWagon shall not be responsible for the Client's tax obligations. If any withholding or deduction of tax is required under applicable law, the Client shall gross up the payment to ensure AdWagon receives the full agreed amount.

AdWagon does not accept barter, exchange, or contra advertising arrangements unless expressly agreed in writing and signed by an authorized representative of AdWagon. Verbal commitments regarding barter shall have no effect.

AdWagon reserves the right to revise its pricing at any time without prior notice. Confirmed and fully paid bookings shall be honored at the price paid. Any additional services or extensions shall be charged at the then-current rate.

The Client bears sole, exclusive, and absolute responsibility for the content of all Ad Creatives submitted for display. AdWagon acts only as the medium/carrier and is not responsible for the content, accuracy, legality, or impact of any Ad Creative.

AdWagon reserves the absolute, unconditional, and final right to:

• Approve, reject, modify, or request modification of any Ad Creative prior to display, for any reason or no reason;
• Remove any Ad Creative from display at any time during the service period without notice;
• Refuse to display any Ad Creative that AdWagon, in its sole discretion, deems unsuitable — including creatives that are technically compliant but commercially or aesthetically objectionable;
• Apply editorial or creative standards at its sole discretion.

AdWagon's decision to reject or remove an Ad Creative shall be final and binding. No refund shall be issued solely on the basis of creative rejection if the rejection was caused by the Client's failure to adhere to technical specifications or content guidelines communicated at the time of booking.

The Client warrants that its Ad Creative shall NOT contain:

• Content that is obscene, pornographic, sexually explicit, or inappropriate for general public display;
• Content that is defamatory, libellous, or maliciously false about any person, entity, or brand;
• Content that incites violence, communal hatred, religious disharmony, or discrimination based on caste, creed, religion, gender, race, or ethnicity;
• Politically sensitive content, election propaganda, or content that could be construed as partisan communication without appropriate authorizations;
• Content that infringes any third-party intellectual property right, including trademarks, copyrights, trade dress, or rights of publicity;
• Misleading, deceptive, or fraudulent claims about any product or service;
• Content promoting illegal products, services, substances, or activities;
• Content that violates any applicable law, regulation, order, or notification including the Cable Television Networks (Regulation) Act, the Consumer Protection Act, 2019, ASCI guidelines, and any other applicable code;
• Content targeting minors in an inappropriate manner.

The Client shall fully indemnify, defend, and hold harmless AdWagon against any and all claims, suits, proceedings, fines, penalties, losses, costs (including legal costs), and damages arising from or related to: (a) the content of the Client's Ad Creative; (b) any third-party intellectual property infringement; (c) any regulatory or government action triggered by the Client's Ad Creative; (d) any claim by any third party alleging harm caused by the Client's advertising.

The Client is responsible for ensuring that all Ad Creatives comply with technical specifications (file format, resolution, aspect ratio, file size, duration) communicated by AdWagon at the time of booking or published on the Platform. AdWagon shall not be liable for any display distortion, quality degradation, or non-display caused by non-compliant Ad Creatives.

AdWagon expressly disclaims any warranty that a van will cover any specific road, locality, neighbourhood, or area on any specific date or time.

Routes are planned operationally and may change at any time due to: traffic congestion, road closures, diversions, or construction; vehicle breakdown, maintenance requirements, or fuel constraints; driver availability or operational exigencies; law enforcement, police instructions, or municipal orders; any Force Majeure Event; or any other reason at AdWagon's sole operational discretion. AdWagon shall not be liable for any loss, claim, or demand arising from deviation from a planned or expected route.

AdWagon operates GPS-enabled vans to support route planning and reporting. GPS tracking data provided to the Client is for informational purposes only. AdWagon makes no warranty as to the real-time accuracy, availability, latency, or completeness of GPS data. Technical failures, signal loss, or GPS inaccuracies shall not constitute a breach of these Terms or give rise to any refund or compensation claim.

AdWagon's LED vans operate during scheduled hours as determined by AdWagon's internal operational plan. AdWagon does not guarantee any minimum number of hours of van operation per day. Operation may be reduced, suspended, or cancelled on any day for any reason, without liability.

AdWagon operates a rotating multi-client display system. Ad Creatives are displayed in rotation with other clients' creatives during the same operational period. The frequency and order of display rotation shall be determined solely by AdWagon. The Client acknowledges that its Ad Creative will share display time with other clients' creatives and has no exclusive claim to display during any particular moment.

AdWagon's operational Zones are subject to change. AdWagon shall make reasonable efforts to notify Clients of material Zone changes but shall have no liability for Zone modifications or the discontinuation of any particular Zone.

AdWagon operates LED display screens mounted on vans. The Client acknowledges that LED screens are electronic equipment subject to technical failures, weather-related limitations, brightness variations, colour rendering differences, and other equipment-related issues. AdWagon provides no warranty regarding LED screen performance beyond reasonable operational care.

In the event of a vehicle breakdown, accident, mechanical failure, or any event that renders a van temporarily or permanently inoperable, AdWagon shall make commercially reasonable efforts to restore service but shall have no liability for any loss of advertising time resulting from such events. AdWagon may, at its sole discretion, offer a pro-rated extension of the booking period, but is not obligated to do so.

The Platform (adwagon.in) may experience scheduled or unscheduled downtime, maintenance periods, technical errors, or interruptions. AdWagon provides no guarantee of Platform uptime, availability, or error-free operation. AdWagon shall not be liable for any loss incurred by the Client due to Platform unavailability.

AdWagon shall not be liable for any loss, corruption, or inadvertent deletion of Client data, Ad Creatives, booking records, or other information on the Platform, whether due to system errors, server failures, cyberattacks, or any other cause. The Client is responsible for maintaining its own backup copies of all submitted Ad Creatives.

AdWagon uses third-party services including payment gateways (Razorpay), cloud hosting, GPS service providers, and other technology providers. AdWagon is not responsible for the actions, errors, downtime, or failures of any third-party technology provider. The Client's use of payment gateway services is subject to the respective third party's terms and conditions.

All refunds, if applicable, shall be processed within 10–21 business days via the original payment method. AdWagon shall not be liable for any delays caused by payment processors or banking institutions.

AdWagon reserves the right to cancel any Booking at any time, including after payment, for any reason including but not limited to: operational exigencies, compliance requirements, technical failures, Force Majeure Events, or non-compliance by the Client with these Terms. In the event of cancellation by AdWagon (other than for Client default), AdWagon shall offer the Client either: (a) a full pro-rated credit for unused days; or (b) a refund of the unused pro-rated amount — at AdWagon's sole election. The Client agrees that such remedy constitutes full and final settlement of any claim arising from the cancellation.

Requests to modify a confirmed booking (change of dates, Zone, or duration) are subject to availability and AdWagon's approval. Modifications are not guaranteed. AdWagon may charge a modification fee at its discretion. Modification requests must be submitted in writing at least 72 hours before the scheduled start date.

The Client expressly agrees that in the event of cancellation, modification, or service interruption by AdWagon, the Client's sole remedy shall be a refund or credit as specified in this Clause, and the Client shall have no right to claim any additional compensation, damages, lost profits, or consequential losses from AdWagon.

All intellectual property in and relating to the Platform, AdWagon's brand name, logo, trade dress, website design, content, software, booking systems, GPS tracking interface, and all other proprietary elements are owned by or licensed to AdWagon. The Client is granted no right, license, or interest in any of AdWagon's intellectual property. Unauthorized use, reproduction, or imitation of AdWagon's intellectual property is strictly prohibited and shall attract appropriate legal action.

By uploading an Ad Creative to the Platform, the Client grants AdWagon a non-exclusive, royalty-free, worldwide license to reproduce, display, transmit, and use the Ad Creative for the purpose of delivering the Services. This license includes the right to resize, reformat, or technically adapt the Ad Creative for optimal display on AdWagon's LED screens.

The Client warrants that it owns or has obtained all necessary rights, licenses, consents, and approvals to use all elements of its Ad Creative, including but not limited to images, music, video, trademarks, logos, and persons' likenesses. The Client shall indemnify AdWagon against any third-party intellectual property claim arising from the Client's Ad Creative.

AdWagon reserves the right to use images, videos, or screenshots of its vans displaying Client Ad Creatives (or reasonable reproductions thereof) for AdWagon's own marketing, portfolio, case studies, and promotional purposes, unless the Client explicitly requests otherwise in writing at the time of booking.

To the maximum extent permitted by applicable law, AdWagon's total aggregate liability to the Client, from any and all causes of action, whether in contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory, arising out of or in connection with these Terms or the Services, shall not exceed the total Booking Charges actually paid by the Client to AdWagon for the specific booking to which the claim relates, in the thirty (30) days immediately preceding the date of the relevant claim.

AdWagon shall not be liable — under any circumstances, regardless of the form of action or the basis of the claim — for:

• Loss of profits, revenue, or anticipated savings;
• Loss of business or business opportunity;
• Loss of goodwill or reputation;
• Loss of data or information;
• Any indirect, incidental, special, consequential, punitive, or exemplary damages;
• Any third-party claim brought against the Client;
• Any claim based on ineffectiveness of advertising or failure to achieve desired commercial results;
• Any loss arising from route deviation, schedule change, technical failure, or Force Majeure.

The foregoing limitations apply even if AdWagon has been advised of the possibility of such damages and even if any remedy set forth herein fails of its essential purpose.

AdWagon is not liable for any loss, damage, or harm caused by the actions or omissions of any third party, including government authorities, law enforcement, municipal corporations, traffic police, payment processors, technology providers, or any other third party whose actions affect the delivery of Services.

AdWagon makes no representation regarding the demographic composition, size, or attentiveness of any audience that views or may view the Client's Ad Creative. AdWagon shall have no liability for the absence, inattentiveness, or disengagement of any person with respect to the Client's advertisement.

By using the Platform and Services, the Client consents to AdWagon collecting, storing, processing, and using the Client's personal and business information for the purposes of: providing and improving Services, communications, marketing, compliance, and internal analytics. AdWagon's Privacy Policy (available on the Platform) is incorporated by reference into these Terms.

The Client consents to receiving marketing, promotional, and operational communications from AdWagon via email, SMS, WhatsApp, or other digital channels. The Client may opt out of marketing communications at any time but acknowledges that transactional communications related to active bookings cannot be opted out of.

AdWagon may share the Client's information with: (a) its employees and authorized agents on a need-to-know basis; (b) third-party service providers (payment gateways, hosting providers, analytics services) under appropriate data processing agreements; (c) government or regulatory authorities as required by law. AdWagon shall not sell the Client's personal information to third parties for their own commercial purposes.

AdWagon reserves the right to terminate this Agreement and the Client's access to Services at any time, with or without cause, and with or without prior notice. AdWagon may terminate immediately upon: any breach by the Client of these Terms; submission of Prohibited Content; non-payment of any amounts due; fraudulent or abusive conduct; or any conduct that AdWagon determines, in its sole discretion, to be harmful to its business, reputation, or interests.

Upon termination, any outstanding bookings may be cancelled at AdWagon's discretion. Refunds (if any) shall be governed by Clause 9. All licenses granted to the Client shall immediately cease. Obligations that by their nature should survive termination (including indemnification, limitation of liability, and confidentiality) shall continue in full force and effect.

In the event of any Dispute, the Client shall first provide AdWagon with written notice of the Dispute and allow AdWagon a period of thirty (30) days from receipt of such notice to resolve the Dispute through good-faith negotiation. No legal proceeding shall be initiated before the expiry of this mandatory negotiation period.

If any Dispute is not resolved through negotiation within the period specified in Clause 19.1, such Dispute shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or, failing mutual agreement, appointed in accordance with the applicable rules. The seat and venue of arbitration shall be Bhopal, Madhya Pradesh, India. The language of arbitration shall be English. The arbitrator's award shall be final and binding on both parties.

These Terms are governed by and construed in accordance with the laws of India. Subject to the arbitration clause above, the courts of competent jurisdiction at Bhopal, Madhya Pradesh, India shall have exclusive jurisdiction over all matters arising under or in connection with these Terms, and the Client irrevocably submits to such jurisdiction.

The Client irrevocably waives any right to participate in any class action, collective proceeding, or representative action against AdWagon. All Disputes must be brought individually and not as part of any class or consolidated proceeding.

AdWagon reserves the absolute right to amend, modify, update, or replace these Terms at any time at its sole discretion. Amendments shall be effective immediately upon publication on the Platform unless a different effective date is specified. The Client's continued use of the Platform or Services after publication of amended Terms constitutes irrevocable acceptance of the amended Terms.

AdWagon's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision. No waiver by AdWagon shall be effective unless in writing and signed by an authorized representative of AdWagon.

All formal notices to AdWagon must be submitted in writing via email to the official contact address published on the Platform. AdWagon may communicate with the Client via the email address, mobile number, or WhatsApp number provided at the time of registration. The Client is responsible for ensuring that its contact information remains current and accurate on the Platform.

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

These Terms, together with AdWagon's Privacy Policy and any other policies or schedules published on the Platform, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, understandings, representations, and agreements (whether oral or written).

Nothing in these Terms shall create or be deemed to create a partnership, joint venture, employment, franchise, or agency relationship between AdWagon and the Client. The Client has no authority to bind AdWagon in any way.

AdWagon may freely assign, transfer, or sub-contract its rights and obligations under these Terms without the Client's consent. The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without AdWagon's prior written consent, which may be withheld in AdWagon's sole discretion.

These Terms are drafted in the English language. In the event of any translation of these Terms into any other language, the English version shall prevail in the event of any conflict or inconsistency.

Time is of the essence in the performance of all obligations under these Terms, including but not limited to payment deadlines, Ad Creative submission deadlines, and cancellation notice periods.

The following provisions shall survive termination or expiry of this Agreement: Clause 5 (Ad Creative Policy), Clause 11 (Intellectual Property), Clause 13 (Limitation of Liability), Clause 14 (Indemnification), Clause 15 (Confidentiality), Clause 19 (Dispute Resolution), and all provisions that by their nature should survive.