User Terms

These terms of use ("Terms of Use") mandate the terms on which users ("You" or "Your" or "Yourself" or "Users") interested in browsing or availing Picknddrop Services (defined below), and accessing the platform www.Picknddrop.com and the mobile application owned and operated by Picknddrop Technologies Private Limited("Picknddrop") collectively referred to as, the "Platform" connects with the merchants registered on the Platform ("Tied-up Merchants"), merchants not registered on the Platform ("Non-tied up Merchants") (together hereinafter referred to as "Merchants") and with delivery partners ("Delivery Partners") to avail the Picknddrop Services.

Please read the Terms of Use carefully before using the Platform or registering on the Platform or accessing any material or information through the Platform. By clicking on the "I Accept" button, You accept this Terms of Use and agree to be legally bound by the same.

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions and notices contained in this Terms of Use and Privacy Policy, along with any amendments made by Picknddrop at its sole discretion and posted on the Platform from time to time.

For the purposes of these Terms of Use, the term 'Picknddrop' or 'Us' or 'We' refers to Picknddrop Digital Private Limited. The term 'You' refers to the user or visitor of the Website and/or App. When You use our services, You will be subject to the terms, guidelines and policies applicable to such service and as set forth in these Terms of Use. As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

PART A - GENERAL TERMS RELATING TO PICKNDDROP SERVICES

1. Registration:

·         a. You shall be permitted to access the Platform, avail the Picknddrop Services and connect with Merchants and Delivery Partners on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, Picknddrop Services is subject to Your continued registration on the Platform. You will be required to enter Your personal information including your name, contact details, valid phone number while registering on the Platform.

·         b. As a part of the registration, You may be required to undertake a verification process to verify Your personal information and setting up the Account.

·         Picknddrop shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Picknddrop of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Picknddrop has not independently verified the information provided by You. Picknddrop shall in no way be responsible or liable for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current or incomplete, or Picknddrop has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Picknddrop reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

2. Picknddrop Services:

·         a. The Platform provides You with the following services ("Picknddrop Services"):

o    i. It allows You to connect with Merchants and Delivery Partners;

o    ii. It allows You to view the items/services ("Items") listed on the Platform by the Tied Up Merchants;

o    iii. It allows You to purchase Item(s) from the Tied Up Merchants listed on the Platform and allows You to get the Items delivered to You through Delivery Partners ("Purchase Services");

o    iv. It allows You to purchase Items from Non-Tied Up Merchants and get the same delivered to You by the Delivery Partners ("Delivery Services");

o    v. It allows you to pick up- and drop off packages from 1 (one) location to the other through the Delivery Partner ("Pick Up and Drop Off Services");

o    vi. It allows You to avail the bike taxi service provided by the Delivery Partners ("Bike Taxi Services");

o    vii. It allows You to avail the bike pool/share service provided by other Users, registered as Pool Partners ("Bike Pool Services");

o    viii. It allows You to give ratings, write comments and reviews about Delivery Partners and Merchants;

o    viii. It facilitates improvement in the quality of the services provided by Picknddrop on the Platform based on User ratings, reviews and feedbacks provided on the Platform.

·         b. Once the Delivery Services/ Purchase Services/Pick-Up and Drop Off Services/Bike Taxi Services / Bike Pool Services have been completed or delivered, as the case may be, You shall promptly notify the same on the Platform.

·         c. Picknddrop may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or alienate any of the Picknddrop Services listed above from time to time. Picknddrop does not provide any guarantee to You that the Picknddrop Services will be made available to You at all times.

·         d. You hereby agree and acknowledge that Picknddrop is only a facilitator between You, the Merchants and Delivery Partners (as the case maybe) and Picknddrop only provides You with access to the Platform to connect with Merchants and Delivery Partners for You to initiate transactions on the Platform. You hereby agree and acknowledge that Picknddrop will not be a party to any of the transactions that are initiated by You through the Platform and Picknddrop shall not be liable in any manner or incur any liability with respect to the services performed by the Merchants or the Delivery Partners, as the case may be. Further, You hereby agree and acknowledge that Picknddrop shall not be liable for the conduct, acts and omissions of the Merchants (including their employees and consultants) and Delivery Partners in the course of providing their services to You, or for any loss or damage to the Item or otherwise caused to You as a consequence of or in relation to the services being provided to You by the Merchants or the Delivery Partner, as the case may be.

·         e. You shall be eligible to avail the Picknddrop Services as per applicable laws. If You are purchasing any medicinal product, using the Platform, for which You are required to have a valid prescription from a medical practitioner, You shall, ensure that physician, as far as possible, prescribe drugs with generic names and he / she shall ensure that there is a clear prescription and will upload the same on the Platform, while initiating a transaction with respect to the same on the Platform. Failure to do the same, shall result in cancellation of the transaction. Only upon verification of the medical prescription, You will be able to avail the Picknddrop Services for purchasing the required medicines.

In case of Purchase Services, it is the duty of the Tied-Up Merchants to share the updated Item list along with its prices on the Platform. Picknddrop shall not be responsible for any inaccurate Item listing on the Platform. Further, You hereby agree and acknowledge that for certain Items (Items that are perishable in nature or Item whose price varies periodically), it may not be possible for the Tied-Up Merchants to list out the exact price or prices of such Items on the Platform. The above shall also be applicable to the provision of Purchase Services. In such cases, the Delivery Partner upon reaching the Merchant outlet shall intimate You about the Item price and You shall be required to confirm the purchase of the Item and you shall make the payment for the same to complete the transaction, however if You do not confirm the purchase of the Item and do not make payment for the Item, You have to pay such fees as may be communicated to You on the Platform for the efforts of the Delivery Partner.

·         f. You shall not initiate any transaction for any Item on the Platform which is illegal, immoral, unethical, unlawful, unsafe, contains harmful substance and is in violation of this Terms of Use and applicable laws. You specifically agree that You shall not initiate any transaction on the Platform for the purchase or delivery of any alcoholic beverages, narcotic drug or psychotropic substance, etc. Further, You hereby acknowledge and agree that Picknddrop shall not be liable for any indirect, direct damage or loss, cost, expense incurred by You in relation to the transactions initiated by You on the Platform.

·         g. Picknddrop does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Picknddrop shall have no liability with respect to the same. However, if it comes to the knowledge of Picknddrop that You have packaged any illegal or dangerous substance or availed the Pick- up and Drop Off Services using the Platform to deliver any illegal or dangerous substance, Picknddrop shall have the right to report You to the government authorities and take other appropriate legal actions against You.

·         h. You hereby acknowledge that Picknddrop shall not be liable for any damages of any kind arising from Your use of the Picknddrop Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

·         i. Picknddrop shall be entitled at any time without giving any reason terminate Your request for any Picknddrop Service.

·         j. You hereby agree that Picknddrop shall not be liable for any conduct or misbehaviour or actions of Delivery Partner with respect to any transactions initiated on the Platform. Further, You agree that Picknddrop has no control over the Items provided to You by the Merchants and therefore, Picknddrop shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging

·         k. You hereby agree that scheduling and rescheduling a transaction on the Platform depends upon the availability of Delivery Partners around Your area at the time of such scheduling and re-scheduling a transaction. Should You choose to reschedule a transaction on the Platform at a later point of time, You shall cancel the current transaction on the Platform (if initiated) and initiate a new transaction on the Platform, as per Your convenient time.

·         l. If a transaction initiated by You on the Platform cannot be completed, Picknddrop shall notify You on the Platform.

·         m. You agree to provide as much information as possible on the Platform with respect to the Items/services You wish to purchase/avail, using the Platform.

·         n. Picknddrop shall use Your location based information that is captured by Picknddrop through global positioning system when You are using Your mobile device to request a Picknddrop Service on its m-app. Such location based information shall be used by Picknddrop only to facilitate and improve the Picknddrop Services being offered to You.

·         o. We can’t fulfil any tasks which are immoral or unlawful in nature. Picknddrop reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unethical/unlawful/banned either by Picknddrop’s internal policies or as per the independent discretion of Picknddrop. Picknddrop may also refuse to perform any task on the grounds that such task is prohibited under any contract to which we are party.

·         p. You understand and acknowledge that Picknddrop by itself does not sell or provide any such Items. Picknddrop is not responsible for the quality, merchantability or fitness of such Items. Accordingly, in the event of any grievances arising from the transaction initiated by You on the Platform pertaining to purchase or sale of any product from any Merchant, You may contact Picknddrop support for routing. your grievances to the Merchant through the Platform.

·         q. You hereby acknowledge that if You have any complaint with respect to the Picknddrop Services, You will first inform Picknddrop in writing within 24 (twenty four) hours of using such Picknddrop Services.

3. User Information

a. You are solely responsible for and in control of the information You provide to us. Compilation of User Accounts and User Account bearing contact number and e-mail addresses are owned by Picknddrop. Further, You understand and agree that certain information will be case sensitive and must be handled with a prudent care.

b. In the case where the Platform is unable to establish unique identity of the User against a valid mobile number or e-mail address, the Account shall be indefinitely suspended. Picknddrop reserves the full discretion to suspend a User's Account in the above event and does not have the liability to share any Account information whatsoever.

4. Payment Terms

·         a. Purchase Services: While initiating a request for a Purchase Service, You shall pay for the price of the Items You require the Delivery Partners to deliver to You from the Tied Up Merchant. The transaction for the Purchase Service will be initiated on the Platform once You have completed the payment for the same on the Platform. In certain exceptional circumstances, if the purchase price of the Item is not available on the Platform, You shall be required to pay the purchase price of the Item, through the Platform, as may be communicated to You by the Delivery Partner, prior to the Delivery Partner undertaking Purchase Service.

·         b. Delivery Services: While availing Delivery Service, You shall pay the purchase price of the Item through the Platform, as may be communicated to You by the Delivery Partner on behalf of the Non- Tied up Merchant. Only upon processing such agreed amount via Platform, shall the Delivery Partner purchase the Item on Your behalf.

·         c. Pick Up and Drop Off Services: While initiating a request for a Pick Up and Drop Off Service, You shall pay the service fees for availing the Pick Up and Drop Off Service, as may be displayed to You on the Platform. Only upon making such payment will the Delivery Partner initiate the Pick Up and Drop of Service.

·         d. Bike Taxi Service: While initiating a request for a Bike Taxi Services on the Platform, You shall pay the service fees for availing the Bike Taxi Services, as may be displayed to You on the Platform. Only upon making such payment will you be eligible to avail the Bike Taxi Service.

·         e. Bike Pool Service: While initiating a request for a Bike Pool Services on the Platform, You shall pay such fare (calculated basis journey distance and time) for availing the Bike Pool Services, as may be displayed to You on the Platform. Only upon making such payment will you be eligible to avail the Bike Pool Service.

·         f. Service Fees: With respect to Delivery Services and Purchase Services, You will be charged a separate service fees ("Service Fees"). The Service Fees shall be paid prior to availing any of the Picknddrop Services.

·         g. You agree that Picknddrop may use certain third-party vendors and service providers, including payment gateways, to process the payments made by You on the Platform.

5. Rating

·         a. You agree that: (i) after completion of a transaction on the Platform, the Platform will prompt the User with an option to provide a rating and comments about the Delivery Partner (with respect to the services performed by the Delivery Partner) and Merchants (with respect to the Items sold/provided by them); and (ii) the Delivery Partner and the Tied-Up Merchants may also be prompted to rate You on the Platform. Based upon such Delivery Partner and Merchant ratings, Your rating score on the Platform will be determined and displayed.

·         b. Picknddrop and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Picknddrop and its affiliates without attribution to or approval of Users and You hereby consent to the same. Picknddrop and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Picknddrop’s or its affiliates’ content policies.

·         c. Location: You acknowledge and agree that Your geo-location information is required for You to avail the Picknddrop Services and initiate transactions on the Platform. You acknowledge and hereby consent to the monitoring and tracking of Your geo-location information. In addition, Picknddrop may share Your geo-location information with Delivery Partners and Merchants (as the case maybe).

PART B - SPECIFIC TERMS FOR PICKNDDROP SERVICES

6. Cancellation and Refund

·         a. Picknddrop shall confirm and initiate the execution of the transaction initiated by You upon receiving confirmation from You for the same. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may have to pay a cancellation fee for transactions initiated on the Platform for which work has already been commenced by the Delivery Partner or the Merchant, as the case may be. With respect to work commenced by Merchants the cancellation fee will be charged to You which will be in accordance with the cancellation and refund policies of such Merchants.

·         b. Picknddrop may cancel the transaction initiated by You on the Platform, if:

o    The designated address to avail the Picknddrop Services provided by You is outside the service zone of Picknddrop.

o    Failure to get your response via phone or any other communication channel at the time of confirmation of the order booking.

o    The transaction involves supply/delivery/purchase of any material good that is illegal, offensive or violative of the Terms of Use.

o    [If the transaction involves the purchase of medicines for which a medical prescription prescribed by a medical practitioner is required and for which You have not provided such medical prescription or provided an invalid medical prescription.]

o    Information, instructions and authorisations provided by You is not complete or sufficient to execute the transaction initiated by You on the Platform.

o    If in case of tied-up Merchants, the Tied-Up Merchant outlet is closed.

o    If a Delivery Partner is not available to perform the services, as may be requested.

o    If any Item for which You have initiated the transaction is not in stock with the Merchant.

o    If the transaction cannot be completed for reasons not in control of Picknddrop.

·         c. You shall only be able to claim refunds for transactions initiated by You only if You have already pre-paid the fees with respect to such transaction. Subject to relevant Merchant’s refund policy and in accordance therein, You shall be eligible to get the refund in the following circumstances:

o    Your package has been tampered or damaged at the time of delivery, as determined by Picknddrop basis the parameters established by Picknddrop in its sole discretion.

o    If the wrong Item has been delivered to You, which does not match with the Item for which You had initiated a transaction on the Platform.

o    Picknddrop has cancelled the order because of any reason mentioned under Para 6 (b) above.

o    All decisions with respect to refunds will be at the sole discretion of Picknddrop and in accordance with Picknddrop’s internal refund policy (Refund Metrix) and the same shall be final and binding. All refunds initiated by Picknddrop shall be refunded to the financial source account from which, You have initiated the transaction on the Platform.

7. Pick Up and Drop Off Services

i. As a part of the Picknddrop Services, Picknddrop also gives You an option to avail the Pick Up and Drop Off Services being provided by the Delivery Partners.

ii. You can initiate a transaction on the Platform by which You may (through the help of a Delivery Partner) send packages at a particular location. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Picknddrop merely acts as a technology platform to facilitate transactions initiated on the Platform and Picknddrop does not assume any responsibility or liability for any form of deficiency of services on part of the Delivery Partner.

iii. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, depending upon the availability of Delivery Partner around Your area, Picknddrop will assign a Delivery Partner to You. The Delivery Partner shall pick up the Item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as an agent of You and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location has been added by You voluntarily and such information will be used for the Picknddrop Services and shall be handled by Picknddrop in accordance with the terms of its Privacy Policy.

iv. You agree that You shall not request for a Pick Up and Drop Off Services for Items which are illegal, hazardous, dangerous, or otherwise restricted or constitute Items that are prohibited by any statute or law or regulation or the provisions of this Terms of Use.

v. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through registered Delivery Partner, and that such contents are legal and within limits of transportation under any applicable laws. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws).

vi. You are also aware that the Delivery Partner may choose to perform the Pick Up and Delivery Services requested by You.

vii. You also agree that, upon becoming aware of the commission any offence by You or Your intention to commit any offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any Item(s) restricted under applicable law, the Delivery Partner may report such information to Picknddrop or to the law enforcement authorities.

8. Picknddrop Cash, Google Pay Offer, Paytm Offer and Amazon Pay Offer shall hereinafter be referred to as "Offer".

9. You hereby agree and acknowledge that the Offers are being extended by Picknddrop at its sole independent discretion and nothing shall entitle You to any of the Offers. You shall read the terms and conditions of the Offers carefully before availing them.

PART C: GENERAL TERMS OF USE

10. Eligibility to Use

a. The Picknddrop Services are not available to minors i.e. persons under the age of 18 (eighteen) years or to any Users suspended or removed by Picknddrop from accessing the Platform for any reason whatsoever. You represent that You are of legal age to form a binding contract and are not a person barred from receiving using or availing Picknddrop Services under the applicable laws.

b. Picknddrop reserves the right to refuse access to the Platform, at any time to new Users or to terminate or suspend access granted to existing Users at any time without according any reasons for doing so.

c. You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purposing of creating an account with the Platform.

11. User Account, Password, and Security

·         a. In order to use the Platform and avail the Picknddrop Services, You will have to register on the Platform and create an account with a unique user identity and password ("Account"). If You are using the Platform on a compatible mobile or tablet, You will have to install the application and then proceed with registration.

·         b. You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to (i) immediately notify Picknddrop of any unauthorized use of Your Account information or any other breach of security, and (ii) [ensure that You exit from Your Account at the end of each session.] Picknddrop cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Picknddrop or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another User’s Account information for using the Platform is expressly prohibited.

12. Representations and Warranties

·         a. Subject to compliance with the Terms of Use, Picknddrop grants You a non-exclusive, limited privilege to access and use this Platform and the Picknddrop Services.

·         b. You agree to use the Platform only: (i) for purposes that are permitted by this Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Platform by Picknddrop or Delivery Partner(s) or Merchants or other Users.

·         c. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Picknddrop Services.

·         d. You represent and warrant that You are legally authorised to view and access the Platform and avail the Picknddrop Services.

·         e. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Picknddrop. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Picknddrop Property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

·         f. You acknowledge and agree that by accessing or using the Platform, You may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Picknddrop disclaims all liabilities arising in relation to such offensive content on the Platform.

·         g. Further, You undertake not to:

o    defame, abuse, harass, threaten or otherwise violate the legal rights of others;

o    publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;

o    do any such thing that may harms minors in any way;

o    copy, republish, post, display, translate, transmit, reproduce or distribute any Picknddrop Property through any medium without obtaining the necessary authorization from Picknddrop;

o    conduct or forward surveys, contests, pyramid schemes or chain letters;

o    upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;

o    upload or distribute files or documents or videos (whether live or pre-recorded) that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;

o    engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);

o    attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Picknddrop server, or through the Platform, by hacking, password mining or any other illegitimate means;

o    probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;

o    disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;

o    collect or store data about other Users, Merchants, Delivery Partner in connection with the prohibited conduct and activities set forth herein;

o    use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;

o    use the Platform or any material or Picknddrop Property for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or other third parties;

o    falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

o    impersonate any other User, Merchant, Delivery Partner or person;

o    violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;

o    violate the Terms of Use contained herein or elsewhere;

o    threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting for any other nation; and

o    reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

·         h. You agree and acknowledge that the use of the Picknddrop Services offered by Picknddrop is at Your sole risk and that Picknddrop disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.

·         i. Without prejudice to the above, Picknddrop makes no representation or warranty that the Picknddrop Services will meet Your requirements.

·         j. All materials/content on our Platform (except any third party content available on the Platform), including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, "Material") are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Picknddrop. You acknowledge and agree that the Material is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platform, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose other than the purposes stated under this Terms of Use, by any person or entity, without Picknddrop’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platform or any part of the Material for any purpose other than its intended purposes is strictly prohibited. Subject to the above restrictions under this Clause, Picknddrop hereby grants You a non-exclusive, freely revocable (upon notice from Picknddrop), non-transferable access to view the Material on the Platform.

13. Intellectual Property Rights

·         a. The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Picknddrop ("Picknddrop Property") and the design, structure, selection, co-ordination, expression, look and feel and arrangement of such Picknddrop Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Picknddrop Property without the prior written consent of Picknddrop.

·         b. The trademarks, logos and service marks displayed on the Platform ("Marks") are the property of Picknddrop, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Picknddrop or such third party as may be applicable.

14. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

·         a. The Platform and Picknddrop Property, Picknddrop Services are provided by Picknddrop on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Picknddrop makes no warranty that (i) the Platform, Picknddrop Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free; (ii) the quality of the Platform will meet Your expectations; or (iii) any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Picknddrop shall create any warranty not expressly stated in the Terms of Use.

·         b. Picknddrop will have no liability related to any User content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Picknddrop also disclaims all liability with respect to the misuse, loss, modification or unavailability of any User content.

·         c. Picknddrop will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.

·         d. Picknddrop shall not be responsible for the delay or inability to use the Platform, Picknddrop Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Picknddrop shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Picknddrop's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.

15. Indemnification and Limitation of Liability

·         a. You agree to indemnify, defend and hold harmless Picknddrop and its affiliates including but not limited to its officers, directors, consultants, agents and employees ("Indemnities’") from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnities’ that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnities’ harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Picknddrop Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of the Terms of Use, or Your violation of any rights of another, including any intellectual property rights.

·         b. In no event shall the Indemnities’, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Picknddrop Property on the Platform.

·         c. You indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Picknddrop Services.

·         d. Subject to applicable laws, in no event will Picknddrop or its employees aggregate liability, arising from or related to the Picknddrop Services or the use of the Platform shall not exceed INR 100 for any and all causes of actions brought by You or on behalf of You.

·         e. The Platform and the Picknddrop Services are only available to Users located in India. Users shall not access or use the Platform from any other jurisdiction except for India. If a User access or uses the Platform from any other jurisdiction except for India, the User shall be liable to comply with all applicable laws and Picknddrop shall not be liable for the same, whatsoever.

16. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company/Client, as the case may be, for which monetary damages would be inadequate, and You consent to the Company/Client obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company/Client may have at law or in equity. If Company/Client takes any legal action against You as a result of Your violation of these Terms of Use, they will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

17. Additional Terms

a. We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of this Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

18. Link to Third Parties

a. The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Picknddrop shall not be responsible for examining or evaluating such third party websites, and Picknddrop does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Picknddrop does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such third-party websites, You should review the applicable terms of use and policies for such third party websites. If You decide to access any such linked third party website, You do so at Your own risk.

19. Term and Termination

a. The Terms of Use will continue to apply until terminated by either You or Picknddrop as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Picknddrop Services, Your only recourse is to (i) close Your Account on the Platform by writing to Us at accountdelete@Picknddrop.in; and/or (ii) stop accessing the Platform. Picknddrop will make Your account dormant upon receipt of request in writing. Picknddrop may, in its sole discretion, bar your use of the Picknddrop Services at any time, for any or no reason. Even after your account with Picknddrop is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use.

b. The Company may delist You or block Your future access to the Platform or suspend or terminate Your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.

c. Notwithstanding anything in this clause, these Terms of Use will survive indefinitely unless and until Picknddrop chooses to terminate them.

d. You hereby agree and acknowledge, upon termination, Picknddrop shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

20. Governing Law

This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Lucknow.

21. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@ Picknddrop.in In case You have any queries with respect to the Terms or the Picknddrop Services, please write to Us at support@Picknddrop.in

22. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Picknddrop, or other third parties. You can unsubscribe/opt-out from receiving communications through SMS and      e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Picknddrop Service.

23. General

·         a. Amendments: Picknddrop reserves the unconditional right to modify or amend this Terms of Use without any requirement to notify You of the same. You can determine when this Terms of Use was last modified by referring to the "Last Updated" legend above. It shall be Your responsibility to check this Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.

·         b. Notice: All notices from Picknddrop will be served by email to Your registered email address or by general notification on the Platform.

·         c. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Picknddrop’s rights under the Terms of Use are freely transferable by Picknddrop to any third party without the requirement of informing You or seeking Your consent.

·         d. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.

·         e. Waiver: Any failure by Picknddrop to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Picknddrop of that provision or right.

·         f. Integration: These Terms of Use together with Picknddrop’s Privacy Policy and any other legal notices, communications published by Picknddrop on its Platform, and any other agreements executed between You and Picknddrop shall constitute the entire agreement between you and Picknddrop concerning its Platform, Picknddrop Services and governs Your use of the Platform and Picknddrop Service, superseding any prior agreements between You and Picknddrop with respect to the Platform and Picknddrop Service

·         g. IP Infringement If You believe the Platform violates Your intellectual property, You must promptly notify Picknddrop in writing at legalnotices@Picknddrop.in These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:

i. the intellectual property that You believe is being infringed;

ii. the item that You think is infringing and include sufficient information about where the material is located on the Platform;

iii. a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;

iv. Your contact details, such as Your address, telephone number, and/or email;

v. a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and

vi. Your physical or electronic signature.

Picknddrop Cash - Terms and Conditions

The following terms and conditions are applicable to Picknddrop Cash ("Picknddrop Cash T&C"). These Picknddrop Cash T&Cs are in addition to and will be read with the User Terms and Conditions available here ("User Terms and Conditions"). The Picknddrop Cash T&C may be amended at the discretion of Picknddrop Technologies Private Limited("Picknddrop") and such amended terms will be posted here. Please review these Picknddrop Cash T&Cs from time to time.

·         1. Picknddrop Cash is a form of redemption points given by Picknddrop for its users on the Picknddrop App and is offered either at the time of joining Picknddrop App, through the referral programme ("Referral program") or through any other mode as may be indicated by Picknddrop.

·         2. The quantum of Picknddrop Cash issued, the maximum amount of Picknddrop Cash that can be used per order and the validity of Picknddrop Cash may vary from time to time and will be indicated to a user on their respective Picknddrop App.

·         3. Picknddrop Cash cannot be converted into actual currency or be withdrawn or transferred to another user in any way.

·         4. Picknddrop Cash is to be used by users personally. Picknddrop Cash cannot be used for business or corporate purposes. Exploiting the use of Picknddrop Cash or assisting others to exploit Picknddrop Cash is strictly prohibited, and will result in suspension/termination from use of Picknddrop Cash and Picknddrop App. Users must not refer themselves or create multiple, fictitious or fake accounts with Picknddrop. In addition, users and their referees cannot (i) use Picknddrop Cash to violate any law, infringe or violate the rights of any third party, or otherwise act in a manner that is deemed unfair, disruptive, harassing, harmful, illegal; (ii) collect or harvest any personally identifiable information from the referral program; or (iii) use any system, bot or other device to participate or receive any benefit through the referral programme.

·         5. Picknddrop Cash may not be redeemed for cash. It is not transferable and may not be auctioned, traded, bartered or sold.

·         6. Picknddrop Cash may not be applicable for certain services and in certain geos, as per the independent discretion of Picknddrop. Currently, Picknddrop Cash cannot be redeemed against Pillion, Bike Pool, Pickup and Drop Services, Others task. Picknddrop shall notify to the users, in case of any updates to the services or geos that cannot be redeemed for Picknddrop Cash. Picknddrop Cash may also not be applicable on certain items made available by a Merchant. These restricted items will be indicated to the user on the Picknddrop App.

·         7. Picknddrop Cash cannot be clubbed with any other discount or offer run on the Picknddrop App.

·         8. In case of any issue pertaining to the quantum of Picknddrop Cash, usage of Picknddrop Cash etc., the independent decision made by Picknddrop shall be final and binding. Further, in the event, the Company has reasons to believe, that a user has acted fraudulently for availing Picknddrop Cash or has used Picknddrop Cash in a manner inconsistent with these Picknddrop Cash T&Cs, Picknddrop shall upon investigation have the right to suspend the user. Further, pending investigation, the user shall not be entitled to use Picknddrop Cash available with them.

·         9. Picknddrop reserves the right to terminate Picknddrop Cash or modify these Picknddrop Cash T&Cs and/or benefits at any point in time, without any reason or without notice to users. This wouldn’t affect the Picknddrop Cash already issued to users. Picknddrop reserves the right to disqualify any user at any time from using Picknddrop Cash if there are reasons to believe that such user has violated any of these Picknddrop Cash T&C or the User Terms and Conditions.

·         10. These Picknddrop Cash T&C shall be governed by and construed in accordance with the laws of India without reference to conflict of laws principles. Disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts at Lucknow, Uttar Pradesh.

Picknddrop Referral Programme – Terms and Conditions

·         1. Picknddrop Referral Programme is a reward program initiated by Picknddrop Technologies Private Limited (“Picknddrop”) for encouraging Eligible Users to refer the Picknddrop App to their friends and family against Picknddrop Cash.

·         2. Each Eligible User (“Referee”) is provided with a referral code, which he/she may choose to share with people known to them personally and have consented to receive such referral code.

·         3. Each new user (“Referred”) downloading the Picknddrop App shall receive Picknddrop Cash upon them entering the referral code shared by the Referee.

·         4. A Referee shall receive Picknddrop Cash upon the Referred using the Picknddrop App within the first 7 (seven) days of the Referred downloading the Picknddrop App for a task not less than INR 100 (Indian Rupees One Hundred only).

·         5. Each Referee can refer up to a maximum of 10 users.

·         6. Users must refer and distribute the referral codes only to people known to them personally and have consented to receive such referral code. Users must not send bulk and spam emails to distribute the referral code nor must users post it on any public platform for distribution to strangers. Any violation of these terms will immediately lead to disqualification of use of the Picknddrop App in addition to exposure to further legal action.

·         7. Upon a Referee reaching the maximum number of referrals, the referral code shall become invalid.

·         8. For the purpose of these terms and conditions “Eligible User” shall mean such users as may be indicated by Picknddrop from time to time.

·         9. In case of any issue pertaining to the eligibility to refer or be referred, the independent decision made by Picknddrop shall be final and binding. For any issue pertaining to receipt of Picknddrop Cash, please write to support@Picknddrop.in.

·         10. Company reserves the right to terminate the Picknddrop Referral Programme or modify these terms at any point in time, without notice to users. This wouldn’t affect the benefits already availed by such user.

·         11. These terms are in addition to and not a substitution for the terms and conditions on the Picknddrop App/website or other product(s)/service(s) specific terms and conditions. Further, these terms shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts at Bangalore.

Partner Terms

These terms of use (“Terms of Use”) describe the terms on which the delivery partners (“You” or “Your” or “Yourself” or “Delivery Partner”) interested in registering or availing Picknddrop Services (defined below) and accessing the platform www.Picknddrop.com and the mobile application “Picknddrop” owned and operated by Picknddrop Technologies Private Limited (“Picknddrop”) and licensed for use on a revocable, non-exclusive, temporary, non-assignable basis to You, collectively referred to as, the “Platform”, connect with the users registered on the Platform (“Users”) and the merchants registered on the Platform (“Merchants”) to provide Your transportation, delivery and logistics services to them, as may initiated by them on the Platform.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THE PLATFORM OR AVAILING THE PICKNDDROP SERVICES OR ACCESSING/USING ANY MATERIAL, INFORMATION THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM OR PICKNDDROP SERVICES SHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF USE AND YOUR AGREEMENT TO BE LEGALLY BOUND BY THE SAME.

Use of and access to the Platform is offered to You only upon acceptance of all the terms, conditions and notices contained in this Terms of Use, along with any amendments made by Picknddrop at its sole discretion and posted on the Platform. By using the Platform or the Picknddrop Services, You agree that You have read, understood and agreed to be bound by these Terms of Use and the Platform’s Privacy Policy available at https://www.Picknddrop.com/privacy.

You hereby acknowledge and agree that Picknddrop is a technology services provider that does not (i) provide Delivery Partner/DP Services (defined below), or (ii) function as a transportation/logistics carrier, (iii) operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers.

1. Delivery Partner/DP Services:

You may choose to perform any of the following services to Users and Merchants as per your choice and convenience. You may choose to perform these services on any day of the week and for as long as you may wish for. When you click on the accept option upon a notification of a task, you expressly consent each time for providing your services to the User. You agree that You provide services directly to the User or Merchant, as the case maybe.

·         a. Transportation/Delivery Services from Merchant Establishments. You acknowledge that the Users may place orders with Merchants listed on the Platform through the Platform to purchase products/avail services (“Items”) from the Merchants. In this regard, You shall provide transportation/delivery services from the Merchant establishment to the location specified by the User with respect to the transactions initiated by the User on this Platform (“Delivery Services”). Unless otherwise specified, You hereby agree that while performing Delivery Services pertaining to the Item from the Merchant to the User, You acknowledge that Picknddrop is only a facilitator of the transactions that take place on the Platform and Picknddrop shall not be a party to any transaction that is initiated on the Platform. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.

·         b. Pick Up and Drop Off Services. You acknowledge that Users may initiate a transaction on the Platform by which You will be required to pick up packages/Items from a particular location and drop off the packages/Items at another location (“Pick Up and Drop Off Services”). You agree that before picking up of Item you shall ensure the packaging is not tempered, lose or broken. You further agree that before dropping off the packages, You shall take reasonable measures to ensure that the packages/Items are dropped off at the correct drop off location in original condition/packaging and handed over to the correct person. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.

·         c. Purchase Items. You acknowledge that Users may initiate a transaction on the Platform by which You would be required to purchase any Item for the User (“Purchase Services”). It is hereby clarified and acknowledged by You that your services to the User is concluded only upon the Item being delivered to the User.

You further agree and acknowledge that for any of the Services mentioned above, You shall act as an agent of the User and act in accordance with the instructions provided by the User and Picknddrop will not be responsible for the Item purchased or for any loss/damaged caused to the Item during transit.

·         d. Bike Taxi. You acknowledge that in specific permissible Territories, User may initiate transactions on the Platform requesting for transportation services from You (“Bike Taxi Services”). You shall provide the Bike Taxi Services using Your vehicle, which is so permitted to be used for Bike Taxi Services. You acknowledge and agree that while performing the Bike Taxi Services, You shall act in accordance with the instructions provided by the User.

·         e. Bike Pool. You acknowledge that in specific permissible Territories, User may initiate request for shared transportation from You (“Bike Pool Services”). You shall assist the User to commute between certain location en-route to your final destination using Your vehicle. You acknowledge and agree that the Bike Pool Services is not intended for commercial use and is meant to share the cost of the ride.

·         f. For the purposes of this Terms of Use, Delivery Services, Pick Up and Drop Off Services, Purchase Services, Bike Taxi Services, and Bike Pool Services shall herein after together be referred to as the “DP Services”.

·         g. You shall provide the DP Services, only in the applicable Territory in accordance with these Terms of Use and applicable law. For the purposes of this Terms of Use “Territory” means the city or metro areas in the territory of India, which Delivery Partners are enabled by the Platform to receive requests for DP Services.

2. Registration

·         a. You shall be permitted to access the Platform, avail the Picknddrop Services and connect with the Users and Merchants on the Platform, as the case maybe, to provide DP Services only upon creating an Account (defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, avail Picknddrop Services and provide DP Services is subject to Your continued registration on the Platform. To register, You are required to provide all required details as may be sought by Picknddrop. It is your responsibility to provide all your current, updated and requisite details. You shall be required to provide Picknddrop, at the time of registration, forth with upon any revision, and at any time on Picknddrop’s request, with information and documentary evidence pertaining to You, any authorizations that You may have, contact details and other details as requested by Picknddrop. The document/information that Picknddrop may need from Your end shall be intimated to You from time to time. Picknddrop reserves the right to independently verify Your documentation from time to time in any way Picknddrop deems appropriate in its reasonable discretion.

·         b. Upon registration on the Platform, you will receive a Delivery Partner Identification Number (“DP ID”). The DP ID is specific to You only. You are responsible for all DP Services provided under the DP ID allocated to You.

·         c. You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify Picknddrop of any unauthorized use of Your Account information or any other breach of security. It is a good practice to exit from your Account at the end of every session. Picknddrop cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Picknddrop or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account. Use of another Delivery Partner’s Account information for using the Platform is expressly prohibited.

·         d. Picknddrop shall have the right to display the information provided by You on the Platform. You shall ensure that all the information provided by You is sufficient to give a clear description of Yourself and the DP Services performed by You for the Users, and is not false or misleading in any manner. Picknddrop does not independently verify the information. Picknddrop shall in no way be responsible or liable for the accuracy or completeness of any information provided by You.

·         e. Registration Fee. Picknddrop may charge a non-refundable on boarding fee at the time of registration on the platform.

3. Picknddrop Services

The Platform provides you with the following services (“Picknddrop Services”)-

·         a. License to the Platform;

·         b. Where authorized, collection of your fee for DP Services.

·         c. It may facilitate the issuance of invoice/payment statement to the Users, on Your behalf

4. Provision of DP Services.

·         a. When You are logged into Your Account on the Platform, Users’ requests for DP Services may appear to You on Your Account on the Platform if You are available and visible in the vicinity of the task raised by the User. You have the choice to accept the request from the User. If you accept the User request for DP Services, You will receive in an automated manner certain user information which may inter alia include the pick-up address, User’s name, item to be purchased, purchase location, pick-up/drop off location, contact information etc. (“User Information”).

·         b. Once you have accepted a User’s request for DP Services, with respect to Bike Taxi or Bike Pool Service, you shall be encouraged to follow the guidelines and standards as may be formulated by Picknddrop with respect to safety, etiquettes, etc. from time to time. While performing these DP Services, You shall also be responsible to abide by the safety conditions as may be required by a relevant state / central authority.

·         c. You hereby acknowledge and agree that once You have accepted a User’s request for DP Services, the Platform may display to the User in an automated manner, certain information about You which may inter alia include Your name, contact information, photo and location, Your rating, Your driving license information and Your vehicle registration number and other personal information necessary for the successful and timely accomplishment of the DP Services.

·         d. You agree and undertake that You shall not contact Users or use any User’s personal data/User Information for any reason other than for the purposes of fulfilling DP Services through the Platform in accordance with these Term of Use and applicable law.

·         e. You shall provide valid invoices issued by Merchants to the User for the Items covered under DP Services (especially Delivery Services and Purchase Services) performed by You, (as may be applicable). For Your services, the Platform generates an automated service receipt/Payment Statement/Invoice as the case maybe, on Your behalf to the User.

·         f. You shall transport all Items for the Users and provide all DP Services to the User directly to their specified destination or otherwise complete all logistics related tasks, as directed by the applicable User, without undue delay. In the event, You, at your own discretion feel that there will be an inordinate delay, You shall on a best efforts basis try and reach out to the User.

·         g. With respect to DP Services, You hereby agree that You shall not open or attempt to open the Items/packages to be dropped off/delivered to or on behalf of the User. However, if it comes to Your knowledge that a package contains illegal substance or Items not permissible to be delivered through the DP Services, You shall immediately report the same concerned law enforcement authorities. You expressly agree that You will not deliver/ transport any alcoholic beverages or entertain any User’s request to deliver/purchase or transport any alcoholic beverages or any other contraband items.

5. Delivery Partner’s Relationship with Picknddrop.

·         a. Picknddrop does not, and shall not be deemed to have any form of direct or indirect control over Delivery Partners inter alia with respect to the availability of Delivery Partners, performance of DP Services by the Delivery Partners or maintenance of Delivery Partner’s vehicle or compliance with applicable laws applicable to Delivery Partners of DP Services. It is hereby clarified that there is no employer-employee relationship between Picknddrop and the Delivery Partners. Delivery Partner acknowledges that Picknddrop does not control, or purport to control:

o    i. when or for how long will the Delivery Partner utilize the Platform or the Picknddrop Services; or

o    Delivery Partner’s decision, via the Platform, to attempt to accept or to decline or ignore a User’s request for DP Services on the Platform, subject to Picknddrop’s then-current cancellation policies.

·         b. You are not an employee of Picknddrop. You may thus choose to engage with other occupations or means of livelihood. There is no exclusivity arrangement with Picknddrop and You have complete discretion to operate Your independent business or enrol with other platform for performing similar services. You have no authority to bind Picknddrop and undertake not to hold Yourself out as an employee, agent or authorized representative of Picknddrop or its affiliates. Where, by implication of mandatory law or otherwise, You may be deemed an employee, agent or representative of Picknddrop, You undertake and agree to indemnify, defend and hold Picknddrop and its affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

·         c. Your Account may be deactivated or otherwise restricted from accessing or using the Platform or the Picknddrop Services in the event of a violation of these Terms of Use, disparagement of Picknddrop or any of its affiliates, or Your act or omission that causes harm to Picknddrop’s or any of its affiliates’ brand, reputation or business as determined by Picknddrop in its sole discretion. Picknddrop also retains the right to deactivate or otherwise restrict You from accessing or using the Platform or the Picknddrop Services for any other reason at the sole and reasonable discretion of Picknddrop.

·         d. You agree that You may require certain enablers such as bikes, mobile phones, helmets, bags or other such instruments for you to perform DP Services. Picknddrop is not responsible to provide any such support to You. In particular, Picknddrop is not responsible to provide You with reimbursements of any fuel incurred by You, or insurance premium paid by You, or helmets purchased by you. You shall solely be responsible for maintaining the necessary equipment and internet connections that may be required to access, use and transact on the Platform and avail the Picknddrop Services.

·         e. Picknddrop may from time to time provide You with certain advisories in respect of Your performance of the DP Services. These advisories may be issued to facilitate compliance with applicable law or to generate a uniform platform experience for Users, Merchants and other Delivery Partners. You are encouraged to follow them.

·         f. You may from time to time receive notice of certain welfare/benefit programs that You may avail as part of the Picknddrop eco-system. Availing such benefits are subject to Your choice and opt-in. These benefits will be provided to you by third party service providers who Picknddrop does not control or sponsor. You will not receive any employee benefits.

·         g. To facilitate provision of DP Services, You may choose to avail certain third-party services such as personal loans, accident insurance policies etc. Some of these third-party services may be introduced to You through Picknddrop. The choice of availing all such services is Yours. Picknddrop is not responsible for such services provided by third parties. If you choose to avail such benefits You authorize Picknddrop to share information about You as required for such third party to provide the services to You.

6. Delivery Partner’s Relationship with Users.

·         a. Delivery Partner acknowledges and agrees that it’s provision of DP Services to Users creates a legal and direct business relationship between the Delivery Partner and the User, to which Picknddrop is not a party. Picknddrop is not responsible or liable for the actions or inactions of a User in relation to the activities of the Delivery Partner. You shall have the sole responsibility for any obligations or liabilities that may arise towards the Users or any third parties that arise from the provision of Your DP Services. You are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance policies that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party.

7. Ratings.

·         a. You agree that: (i) after providing DP Services to a User, the Platform will prompt the User with an option to provide a rating of such DP Service provided by You and, optionally, to provide comments or feedback about You and such DP Service; and (ii) after providing the DP Services to the Users, You will be prompted on the Platform to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide ratings and feedback in good faith and unbiased manner.

·         b. In order to continue to receive access to the Platform and the Picknddrop Services, You hereby acknowledge that You must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Picknddrop for the Territory, as may be updated from time to time (“Minimum Average Rating”). In the event Your average rating falls below the Minimum Average Rating, Picknddrop may provide You a limited period oftime to raise Your average rating above the Minimum Average Rating. You hereby agree that if You do not increase Your average rating above the Minimum Average Rating within the time period allowed (if any), Picknddrop may deactivate Your access to the Platform and the Picknddrop Services.

·         c. Picknddrop and its affiliates reserve the right to use, share and display Your ratings and comments in any manner in connection with the business of Picknddrop and its affiliates without attribution to or approval of Delivery Partners and You hereby consent to the same. Picknddrop and its affiliates reserve the right to remove comments from Platform in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, intermediary guidelines, other applicable laws or Picknddrop’s or its affiliates’ content policies.

8. Devices.

·         a. In order to access the Platform and provide the DP Services to the Users, You may use Your own device (“Delivery Partner Device”).

·         b. While using a Delivery Partner Device: (i) You shall be responsible for the acquisition, cost and maintenance of such Delivery Partner Device as well as any necessary wireless data plan; and (ii) Picknddrop shall make available the Platform for installation on such Delivery Partner Device. The foregoing right shall immediately terminate and You will delete and fully delete the Platform from the Delivery Partner Device in the event You cease to provide DP Services to the User using the Delivery Partner Device; or You have deleted Your Account from the Platform. You hereby agree that: (i) use of the Platform and Picknddrop Services on a Delivery Partner Device requires an active data plan with a wireless carrier associated with the Delivery Partner Device, which data plan will be provided by You at Your own expense; and (ii) use of the Platform on a Delivery Partner Device as an interface with the Picknddrop Services may consume very large amounts of data through the data plan. Picknddrop advises that Delivery Partner Devices should only be used under a data plan with unlimited or very high data usage limits, and Picknddrop shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan during the performance of DP Services.

9. Location Based Services.

·         You acknowledge and agree that Your geo-location information is required from You to provide the DP Services to the Users, using the Platform and is required by Picknddrop for it to provide You with Picknddrop Services. You acknowledge and hereby consent to the following:(a) Your geo‐location information will be monitored and tracked by Picknddrop, when You are logged into Your Account on the Platform and available to receive requests for providing DP Services from the Users, or when You are providing transportation and/or logistics services to the Users; and (b) the approximate location of Your vehicle will be displayed to the User before and during the provision of DP Services to such User. In addition, Picknddrop may monitor, track and share Your geo‐location information obtained by the Platform and Delivery Partner Device, as the case may be, for safety, security, technical, marketing and commercial purposes, including to provide and improve Picknddrop’s products and services.

10. Delivery Partners and Vehicles

·         a. Delivery Partner Requirements. In order to register as a Delivery Partner, You must be above 18 years of age. You acknowledge and agree that You shall at all times hold and maintain (i) a valid driver's license (if applicable) with the appropriate level of certification to operate the vehicle driven/ridden by You, and (ii) all licenses, permits, approvals and authority applicable to Your vehicle (if applicable) that are necessary to provide DP Services; (iii) the appropriate and current level of training, expertise and experience to provide DP Services in a professional manner with due skill, care and diligence; and (iv) high standards of professionalism, service and courtesy. You acknowledge and agree that You may be subject to certain background and driving record checks from time to time.

·         b. Vehicle Requirements. You acknowledge and agree that Your vehicle with which You choose to provide DP Services shall be: (i) operated in compliance with all applicable laws; (ii) properly registered, insured and licensed in accordance with law to operate as a passenger transportation vehicle, a shared mobility vehicle and/or vehicle to transport/deliver Item(s)/product purchased in the Territory on behalf of the User;              (iii) suitable for performing the passenger transportation service, shared mobility services and/or to transport Item(s) as contemplated by these Terms of Use; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards for a vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition (together herein after referred to as “Vehicle Specification”).

11. Financial Terms

·         a. User Payment: While providing Purchase Services and Delivery Services for Items which are purchased/picked up from merchants not registered on the Platform, and the prices for such items are not provided on the Platform, You shall promptly provide the price details and Item details, including pictures of the Items to the Users on the Platform. Upon confirmation of the Items by the Users on the Platform, and on payment of the same by the User, You shall make the purchase on behalf of the Users. For Merchants who are registered on the Platform, You are not required to make any payments to the Merchant on behalf of the User.

·         b. Delivery Partner Fees: For the provision of DP Services (except Bike Taxi Services/Bike Pool Services), You may charge a fee to the User, the amount of which is determined in accordance with the guidelines framed by Picknddrop for Delivery Partners (“DP Fees”). Note, Picknddrop frames the guidelines for the purposes of providing a uniform experience on the Platform to Users, Merchants and Delivery Partners. Please review carefully the DP Fees applicable to the DP Services You choose to provide before You do so.

·         c. Fare Calculation for Bike Taxi Services. For the Bike Taxi Services provided by You to Users in specified Territories, You are entitled to charge a fare to the User for each instance of completed Bike Taxi Services provided to a User through the Platform (“Fare”). The Fare is calculated based upon a base fare amount (which shall be determined as per rate card/guidelines provided by Picknddrop to the Delivery Partner) plus distance (as determined by Picknddrop using location-based services enabled through the Delivery Partner Device) and/or time amounts, for the applicable Territory and toll charges, if any (“Fare Calculation”).

·         d. Changes to Fare Calculation. Picknddrop reserves the right to change the Fare Calculation at any time based upon local market factors, and Picknddrop will provide notice to the Delivery Partner in the event of such change that would result in a change in the recommended Fare. Continued use of the Picknddrop Services after any such change in the Fare Calculation shall constitute Your consent to such change.

·         e. Ride Cost. For the Bike Pool Services provided by You to Users in specified Territories, You are entitled to share the cost of Your ride with the User for each instance of completed Bike Pool Services provided to a User through the Platform (“Ride Cost”). The Ride Cost is calculated based upon the average cost arrived during travel of per kilometre of distance. The Ride Cost is determined by considering the maximum usability (in kilometres) of vehicle, cost of acquisition of vehicle, residual value of vehicle, maintenance cost, fuel & insurance cost etc.

·         f. Fare/Ride Cost Adjustment. Any adjustment to Fare/Ride Cost for instances such as technical error in the Picknddrop Services or force majeure events etc., shall be subject to uniform polices applicable from time to time.

·         g. Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for DP Services that have been accepted by You at any time prior to the provision of DP Services. In the event that a User cancels an accepted request for DP Services, Picknddrop may charge the User a cancellation fee on behalf of You. If charged, this cancellation fee shall be deemed Ride Cost/Fare/DP Fees for the cancelled DP Services and shall be remitted to You (“Cancellation Fee”).

·         h. Taxes. You acknowledge and agree that You are required to:                (i) complete all tax registration obligations (if any) and calculate and remit all tax liabilities related to the provision of DP Services as required by applicable law; and (ii) provide Picknddrop with all relevant tax information. You further acknowledge and agree that You are responsible for paying taxes on Your own income arising from the performance of DP Services. Notwithstanding anything to the contrary in this Agreement, Picknddrop may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Your provision of DP Services and/or provide any of the relevant tax information You have provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on Your behalf or otherwise. You further agree and acknowledge that Picknddrop shall be entitled to deduct tax at source in accordance with applicable law, prior to making any pay outs to You.

12. Proprietary Rights and License

·         a. License Grant. Subject to the terms and conditions of these Terms of Use, Picknddrop hereby grants the Delivery Partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license, the Platform in connection with the provision of the Picknddrop Services solely for the purpose of providing DP Services to Users. Further, subject to the terms and conditions of these Terms of Use, Picknddrop hereby grants the Delivery Partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license to use the proprietary marks of Picknddrop for the sole purpose of providing the DP Services. All rights not expressly granted to Delivery Partner are reserved by Picknddrop, its affiliates and their respective licensors.

·         b. Restrictions. You shall not, and shall not allow any other party to:          (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Picknddrop Services, Platform or (if applicable) in any way; (ii) modify or make derivative works based upon the Picknddrop Services or Platform; (iii) improperly use the Picknddrop Services or Platform, including creating Internet “links” to any part of the Picknddrop Services or Platform, “framing” or “mirroring” any part of the Picknddrop Services or Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Picknddrop Services or the Platform; (iv) reverse engineer, decompile, modify, or disassemble the Picknddrop Services or Platform,; or (v) send spam or otherwise duplicative or unsolicited messages. In addition, You shall not, and shall not allow any other party to, access or use the Picknddrop Services or Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Picknddrop Services 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 Picknddrop Services/Platform; or (iv) attempt to gain unauthorized access to the Picknddrop Services or its related systems or networks, (v) defame, abuse, harass, threaten or otherwise violate the legal rights of others; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity; (vi) publish, post, upload, distribute or disseminate any information that is harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, hateful, or racially, ethnically objectionable, disparaging, inappropriate, profane, infringing or otherwise unlawful in any manner whatever; or that threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; (vii) upload files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights there to or have received all necessary consents; (viii) upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer; (ix) engage in any activity that interferes with or disrupts access to the Platform or the Picknddrop Services (or the servers and networks which are connected to the Platform); (x) attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Picknddrop server, or to any of the Picknddrop Services offered on or through the Platform, by hacking, password mining or any other illegitimate means; (xi) probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. (xii) reverse look-up, trace or seek to trace any information on any other user (Merchant, User, Delivery Partner), of or visitor to, the Platform, to its source, or exploit the Platform or Picknddrop Services or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform; (xiii) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites; (xiv) collect or store data about other users (Merchant, User, Delivery Partner), in connection with the prohibited conduct and activities set forth in this Terms of Use; and (xv) use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform; (xvi) use the Platform or any material or content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Picknddrop or other third parties; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (xviii) misuse the personal information of the registered users or use their personal information or disclose such personal information for any purpose other than to fulfil Your obligations under these Terms of Use; (xix) violate any code of conduct or other guidelines, which may be applicable for or to any particular Picknddrop Service; (xx) violate the Terms of Use contained herein or elsewhere, or violate any applicable laws or regulations for the time being in force within or outside India;

·         c. Ownership. The Picknddrop Services, Platform and Picknddrop Data (defined below), including all intellectual property rights therein are and shall at all-time remain the property of Picknddrop, its affiliates or their respective licensors, as the case maybe. Neither this Terms of Use nor Your use of the Picknddrop Services, Platform or Picknddrop Data conveys or grants to You any rights: (i) in or related to the Picknddrop Services, Platform or Picknddrop Data, except for the limited license granted under these Terms of Use; or (ii) to use or reference in any manner Picknddrop’s, its affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, You acknowledge Picknddrop’s rights in its PICKNDDROP family of trademarks and names, including PICKNDDROP, alone and in combination with other letters, punctuation, words, symbols and/or designs, and the PICKNDDROP Logo (“PICKNDDROP Marks and Names”). You agree that You will not try to register or otherwise claim ownership in any of the PICKNDDROP Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

·         d. For the purposes of these Terms of Use “Picknddrop Data” means all data related to the access and use of the Picknddrop Services here under, including all data related to Users (including User information), all data pertaining to Merchant, Items (Merchant Information), all data related to the provision of transportation and/or logistics services by the Delivery Partner via the Picknddrop Services and the Platform, and the DP ID.

13. Confidentiality

·         a. Each party acknowledges and agrees that in the performance of these Terms of Use it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Picknddrop Data, DP IDs, User Information, Merchant Information, information related to the Platform, information related to any transaction initiated on the Platform, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally and whether expressly marked as confidential or not).

·         b. Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of its obligation under the Terms of Use; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Terms of Use, 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 (iv) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Terms of Use or at the request of the other party (subject to applicable law and, with respect to Picknddrop, its internal record keeping requirements).

·         c. You hereby acknowledge and agree that all Confidential Information provided to You or which is in Your custody shall be used by You only for the purposes of providing the DP Services in accordance with the provisions of this Terms of Use.

·         d. If You choose to avail certain ancillary services from third party services, Your information may be required to be provided to such third-party services providers. You hereby consent to sharing your Confidential Information when You agree to receive such ancillary services.

14. Access to Platform.

·         a. Notwithstanding these Terms of Use, Picknddrop reserves the right to temporarily or permanently, as it may deem fit, discontinue Your access to the Platform, Picknddrop Services and/or de-list You from the Platform with immediate effect in the following instances:

o    i. User complaints received by Picknddrop which are directly attributable to You; or

o    ii. Breach of the provisions of any applicable law; or

o    iii. Breach of the representations and warranties under these Terms of Use; or

o    iv. Any other breach of the Terms of Use, Picknddrop’s Privacy Policy or any other terms, conditions, or policies that may be applicable to You from time to time (or have acted in a manner that clearly shows that You do not intend to not comply, or are unable to, comply with the same);

o    v. The provision of the Picknddrop Services to You by Picknddrop is, in the opinion of Picknddrop, no longer commercially viable or in any way detrimental to Picknddrop, its business or the Platform;

o    vi. You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Picknddrop has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.

o    vii. Picknddrop has elected to discontinue, with or without reason, Your access to the Platform, Picknddrop Services or any part thereof.

15. Eligibility to Use

You shall not have more than one active Account (as defined hereinafter) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party.

16. Third Party Content

The Platform makes available general third-party information and other data from external sources (“Third Party Content”). The provision of Third-Party Content is for general informational purposes only. You acknowledge that the Third-Party Content provided to You is obtained from sources believed to be reliable. Picknddrop does not provide any guarantee with respect to any the Third-Party Content and Picknddrop shall not be held liable for any loss suffered by You based on Your reliance on or use of Third-Party Content. Further, to the extent that such Third-Party Content is infringing upon some other party’s intellectual property rights or proprietary rights, Picknddrop shall not be held liable for the same at any instances.

17. Insurance

Delivery Partner represents and agrees that he or she holds or is otherwise covered by a valid insurance policy of liability insurance, including, but not limited to third party liability insurance (as per industry-standard coverage amounts and in pursuance of mandatory regulatory requirements) with respect to Delivery Partner’s operation of his/her vehicle(s)under these Terms of Use.

18. Warranties, Covenants and Disclaimers

·         a. You agree to use the Platform and the materials provided therein only: (i) for purposes that are permitted by the Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines.

·         b. You hereby represent and warrant that: (i) You have full power and authority to enter into this Terms of Use and perform your obligations hereunder; (ii) You have not entered into, and will not enter into, any arrangement that would prevent it from complying with this provisions of the Terms of Use and applicable law; (iii) You will comply with all applicable laws in its performance of this Terms of Use, including holding and complying with all permits, licenses, registrations, certifications and other governmental authorizations necessary to provide DP Services using the required vehicle pursuant to this Terms of Use.

·         c. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law which may have an adverse effect on the provision of logistic/delivery/transportation services.

·         d. You represent and warrant that You upon performing the DP Services, promptly and accurately update on the Platform that You have completed such DP Services or delivered the Item, as the case may be.

·         e. You represent and warrant that all governmental authorisations, consents, licenses, registration, approvals and other consents required under applicable laws for the provision of DP Services have been obtained and shall remain in force for as long as You are using the Platform and availing the Picknddrop Services or during the provision of DP Services by You.

·         f. You agree not to access (or attempt to access) the Platform and the materials or by any means other than through the interface that is provided by Picknddrop. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any of its content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any content therein, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

·         g. You acknowledge and agree that by accessing or using the Platform or Picknddrop Services, You may be exposed to content from other users (including but not limited to other Merchants, Users and Delivery Partners) that You may consider offensive, indecent or otherwise objectionable. Picknddrop disclaims all liabilities arising in relation to such offensive content on the Platform.

·         h. If the Platform allows You to post and upload any material on the Platform, You hereby undertake to ensure that such material is not offensive and is in accordance with applicable laws. All material added, created, uploaded, submitted, distributed, or posted to the Platform by You is Your sole responsibility. You hereby do and shall grant Picknddrop a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable and transferable license to use, reproduce, disclose, distribute, translate and otherwise fully exploit any such material, in connection with the Platform and Picknddrop’s (and Picknddrop’s successors’ and assigns’) businesses, including without limitation, for promoting the Platform in any media formats and through any media channels. You represent and warrant that You have all rights to grant such licenses to Picknddrop without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

·         i. Disclaimer of Warranties. You hereby accept and acknowledge that, the Picknddrop Services and Platform is provided on an "as is" and "as available" basis. Picknddrop does not represent, warrant or guarantee that Your access to or use of the Picknddrop Services or Platform: (i) will be uninterrupted or error free; or (ii) will result in any guaranteed requests for DP Services. Picknddrop functions as an on‐demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users, who may request or receive DP Services from You, and Picknddrop need not screen or otherwise evaluate Users. By using the Picknddrop Services and Platform, You acknowledge and agree that You may be introduced to a third party (including Users, Delivery Merchants) that may pose harm or risk to You or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Picknddrop Services or the Platform. Picknddrop expressly disclaims all liability for any act or omission of any Delivery Partner, any User, Merchant or other third party.

·         j. No Service Guarantee. Picknddrop does not guarantee the availability or uptime of the Picknddrop Services or the Platform. You acknowledge and agree that the Picknddrop Services or Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Picknddrop Services or Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications or for any other technological reasons, and Picknddrop is not responsible for any delays, delivery failures or other damages, liabilities or losses, costs resulting from such problems.

19. Indemnification

You shall indemnify, defend and hold harmless Picknddrop and its affiliates and the irrespective officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) from and against any and all liabilities, losses (including reputational loss and brand value loss caused due to deficiency of services on part of You), demands, expenses(including legal fees and disbursements in connection there with and interest chargeable upon), damages, penalties, fines, social security contributions and taxes asserted against or incurred by the Indemnified Parties arising out of or related to: (i) Your breach of Your representations, warranties or obligations under this Terms of Use; or (ii) a claim by a third party (including Users, Merchant, regulators and governmental authorities) directly or indirectly related to (x) Your provision of DP Services or use of the Picknddrop Services or the Platform, (y) Your acts of negligence or willful misconduct in performance of this Terms of Use.

20. Limits of Liability.

Picknddrop and its affiliates shall not be liable under or related to this Terms of Use for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. In no event shall the liability of Picknddrop or its affiliates under this Terms of Use exceed INR 100/- (Rupees One Hundred). You acknowledge and agree that any and all claims You have or purport to have against Picknddrop and/or its affiliates should be notified to Picknddrop and/or its affiliates immediately and no later than 30 days from the event. You forfeit all rights in respect of that claim if You fail to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

21. Term and Termination

·         a. These Terms of Use will continue to apply until terminated by either You or Picknddrop as set forth below (“Term”). These Terms shall continue to apply so long as You continue to access the Platform.

·         b. If You want to terminate these Terms, You can do so by (i) notifying Picknddrop to close Your Account; and (ii) not accessing the Platform. Such termination shall take effect after 15days of receipt of the above notice and Picknddrop shall delist the Delivery Partner at the end of the 15th Day.

·         c. Upon termination of Your Account, the DP ID allotted to You, and/or any other content or materials related to You shall be deleted. Picknddrop may however retain Your transaction history on the Platform or in Your Account and any other Delivery Partner records, for be legal purposes without any obligation to provide you with the data.

·         d. The termination of Your Account shall not relieve You of any liability that You may have incurred or may incur in relation to use of Picknddrop Services or the Platform prior to such termination. Further, Picknddrop shall not be liable to You or any third party for any termination of Your Account, or Your access to the Platform and Picknddrop Services.

22. Violation of the Terms of Use

·         a. You also agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Picknddrop, for which monetary damages would be inadequate, and You consent to Picknddrop obtaining any injunctive or equitable relief that Picknddrop may deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that Picknddrop may have at law or in equity.

·         b. If Picknddrop does take any legal action against You as a result of Your violation of these Terms of Use, Picknddrop will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Picknddrop.

23. Relationship of the Parties

Except as otherwise expressly provided herein to the relationship between Picknddrop and Delivery Partner is solely that of independent contractors. The parties expressly agree that: (i) these Terms of Use do not create any relationship of employment with Picknddrop nor does it impose any employer obligations on Picknddrop (inter alia including obligations under labour laws and tax laws); and (ii) no joint venture, partnership, or principal-agent relationship exists between Picknddrop and Delivery Partner(s). However, for the limited sole purpose of collection of DP Fees, Ride Cost, Fare etc., Picknddrop may be engaging with third parties’ services on behalf of Delivery Partner, for collecting payments from Users on behalf of the Delivery Partner.

24. Miscellaneous Terms

·         a. Modification. Picknddrop reserves the right to modify these Terms of Use, effective upon publishing an updated version on the Platform. Picknddrop shall not be required to notify You of any changes made to the Terms of Use. You are requested to regularly visit the homepage to view the most current Terms of Use. You can determine when Picknddrop last modified the Terms of Use by referring to the “Last Updated” legend above. It shall be Your responsibility to check these Terms of Use periodically for changes. Picknddrop may require You to provide Your consent to the updated Terms of Use in a specified manner prior to any further use of the Platform. If no such separate consent is sought, Your continued use of the Picknddrop Services, or the Platform will constitute Your acceptance of those changes.

·         b. Supplemental Terms. Supplemental terms may apply to Your use of the Platform or the Picknddrop Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified by Picknddrop from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, these Term of Use. Supplemental Terms shall prevail over these Terms of Use in the event of a conflict.

·         c. Severability. If any provision of these Terms of Use 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 Terms of Use but the legality, validity and enforceability of the remainder of this Agree 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 these Terms of Use.

·         d. Assignment. You shall not assign or transfer these Terms of Use or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Picknddrop. Picknddrop may assign or transfer any or all of its rights or obligations hereunder, in whole or in part, under these Terms from time to time without consent

·         e. Notices. Any notice delivered by Picknddrop to You under these Terms of Use will be delivered by email to the email address associated with Your Account or by posting the same on the Platform. Any notice delivered by You to Picknddrop under these Terms of Use will be delivered by contacting Picknddrop on legal@Picknddrop.in and/or its support representatives.

·         f. Governing Law; Arbitration. This Terms of Use shall be governed exclusively by laws of India and the Parties expressly submit to the exclusive jurisdiction of the courts of Bangalore. In the event of any dispute, claim or controversy arising under, or in relation to, this Terms of Use (“Dispute”), such Dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The Dispute shall be settled by a sole arbitrator, solely appointed by Picknddrop pursuant to the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Lucknow, India and the arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. All arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law, and the Parties agree to be bound thereby and to act accordingly.

Pick Up and Drop Off Terms

These pick up and drop off terms (“PND Terms”) are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy. In this case, these rules and regulations with respect to Picknddrop Technologies Private Limited(“Picknddrop”) will include, (i) these PND Terms, (ii) Terms of Use (https://Picknddrop.in/terms), and the (iii) the Privacy Policy (https://Picknddrop.in/privacy), for access or usage of www.Picknddrop.in (“Website”) and the Picknddrop mobile application (“Picknddrop App”).

This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000.

·         1. As agreed by you in the Terms of Use, Picknddrop enables a registered user of the Picknddrop App to connect with independent service providers (“Picknddrop Partner”), to fulfil tasks raised by such user. Such tasks could include tasks to pick up and drop items from one location (“Pick-Up Location”) and to drop to another location (“Drop Location”) (such pick up and drop off tasks, “Pick S Up/Drop S off Task (s).

·         2. You understand and agree that the pick-up and drop service is provided to you by the Picknddrop Partner directly. Picknddrop merely acts as a technology platform to facilitate such tasks raised by you, and Picknddrop does not assume any responsibility or liability for any deficiency in the service on part of the Picknddrop Partner.

·         3. You agree that if the Picknddrop Partner picks up certain item(s) from a Pick-Up Location on Your behalf, the Picknddrop Partner does so on your sole instructions under the task raised by you. Picknddrop is not a retail store, restaurant, food delivery service, merchandise delivery service, a courier or shipping service or food preparation entity.

·         4. You acknowledge and agree that the Pick-Up Location and the Drop Location have been voluntarily added by you on the Picknddrop App. You agree that your location data is collected in accordance with Picknddrop’s Privacy Policy.

·         5. You agree that you shall not request for a Pick-up/Drop-off Task on the Picknddrop App, for item(s) which are illegal, hazardous, dangerous, or otherwise restricted or constitute items which are prohibited by any statute or law or regulation.

·         6. You agree that before initiating a Pick-up/Drop-off Task on the Picknddrop Platform, you are well aware of these contents of the package sent or requested by you through registered Picknddrop Partners, and that such contents are legal and within limits of transportation under any applicable law. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances).

·         7. You also agree that you shall not request for dispatch of item(s) which require a special transportation permit or require any special license under applicable law.

·         8. You are also aware that the Picknddrop Partner may choose to not deliver item(s) for any reason whatsoever.

·         9. You also agree that, upon becoming aware of the commission any offence or your intention to commit any offence upon initiating or during a Pick-up/Drop-off Task of any item(s) stipulated under paragraph 6 of these PND Terms or otherwise restricted under applicable law, the Picknddrop Partner may report such information to the law enforcement authorities.

Cancellations

·         As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Picknddrop shall have a right to charge you cancellation fee of a minimum INR 20 up to the order value.

Merchant Terms

Merchant (Pharmacy) Partner Terms of use

The Picknddrop Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by Picknddrop Technologies Private Limited (“Picknddrop” or “us”) or its affiliates, from time-to-time, and referred to as the “Picknddrop App”. Upon signing by both parties, the Letter and the Picknddrop Merchant Terms of Use binding and enforceable legal contract between you and Picknddrop as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include medicines, cosmetics, other licensed drugs and health products made available [each an “Item(s)”] via the Picknddrop App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Merchant item(s) visible on the Picknddrop App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Picknddrop App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Picknddrop App.

4. Delivery

The “Picknddrop Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Picknddrop nor its affiliates provide any delivery or logistics services, but Picknddrop provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Picknddrop’s proprietary technology platform under license from Picknddrop or one of its affiliates. Picknddrop will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Picknddrop and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and (ii) under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Picknddrop will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

5. Availability of Item(s)

·         5.a. Item(s). Picknddrop will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Picknddrop App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Picknddrop App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Picknddrop is under no obligation to make such Substandard Items available for sale via the Picknddrop App.

·         5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Picknddrop from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.

·         5.c. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Picknddrop will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.

·         5.d. Notwithstanding these Terms, Picknddrop reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:

o    (i). User/Buyer complaints received by Picknddrop which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Picknddrop, through calls placed with Picknddrop or through any other means;

o    (ii). Sale of medicines requiring a prescription, without one to the User or the sale of medicines which are below the standard quality or prohibited from sale under any law;

o    (iii). Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner;

o    (iv). Breach of the representations and warranties of the Merchant Partner; or

o    (v). Any other material breach of the terms.

o    Notwithstanding anything contained under this Terms, Picknddrop has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with applicable law or the rules or regulations, made thereunder.

·         5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Picknddrop in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Picknddrop may deduct refunds from the payment made to you under these Terms.

·         5.f. It is clarified that Picknddrop shall not be liable to make any payment for a Disputed Order. Picknddrop shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.

·         5.g. In case of complaints from the User pertaining to item quality, or any other such issues, Picknddrop shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Picknddrop has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Picknddrop shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.

·         5.h. Service Fee. In consideration for use of the Picknddrop App, Picknddrop will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.

·         5.i. Picknddrop does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Picknddrop shall not be liable for any failure to match.

6. Promotional Activities

·         6.a. Marketing. Picknddrop will each showcase the availability of the Items via the Picknddrop App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.

·         6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Picknddrop, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.

·         6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.

·         6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Picknddrop in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Picknddrop solely by using the software and tools provided by Picknddrop.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

·         9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

·         9.b. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Drugs and Cosmetics Act, 1940 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.

·         9.c. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Picknddrop App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Picknddrop in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Picknddrop App would be deposited with the Government Treasury within stipulated timelines.

·         9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

·         10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Picknddrop and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Picknddrop Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Picknddrop or its employees, agents or Delivery Partners.

·         10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Picknddrop does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Picknddrop shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Picknddrop will use its best endeavors to ensure that the unintentional operational errors do not occur, Picknddrop cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Picknddrop’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Picknddrop’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

13. Term and Termination

Either Picknddrop or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Picknddrop shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Picknddrop prior to such expiry or earlier termination of these Terms, and Picknddrop shall be entitled to receive Service Fee for such Item(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Lucknow and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Lucknow shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

·         All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

·         Picknddrop Digital Private Limited
SS-1/400, first floor Sector A jankipuraam, Lucknow

19.

If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to merchantsupport@Picknddrop.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms 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 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 this Terms. This Terms 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 Terms, upon notice to the other party, to (a) an affiliate of Picknddrop (for Picknddrop), 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 Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), 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. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Picknddrop will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

·         2.a. Service Fee. In consideration for Picknddrop’s lead generation, demand prediction, payment processing and other related services provided via the Picknddrop App under the Terms, Picknddrop will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Picknddrop App.

·         2.b. Goods and services tax (“GST”). Collection by Picknddrop from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.

·         2.c. Remittance. Picknddrop will remit to you the total (i) Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).

·         2.d. Item Revenue received by Picknddrop from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Picknddrop. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE MERCHANT

1. Details of Tax Registrations

2. Indirect Taxes to be levied on each Item enlisted on the Picknddrop App

3. Other Charges to be levied on each Item enlisted on the Picknddrop App

OTHER DETAILS

Merchant (Grocery) Partner Terms of use

The Picknddrop Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by Picknddrop Technologies Private Limited(“Picknddrop” or “us”) or its affiliates, from time-to-time, and referred to as the “Picknddrop App”. Upon signing by both parties, the Letter and the Picknddrop Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Picknddrop as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Picknddrop App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Restaurant/Merchant item(s) visible on the Picknddrop App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Picknddrop App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Picknddrop App.

4. Delivery

The “Picknddrop Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Picknddrop nor its affiliates provide any delivery or logistics services, but Picknddrop provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Picknddrop’s proprietary technology platform under license from Picknddrop or one of its affiliates. Picknddrop will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Picknddrop and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and (ii) under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Picknddrop will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

5. Availability of Meal(s)/Item(s)

·         5.a. Meal(s)/Item(s). Picknddrop will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Picknddrop App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Picknddrop App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Picknddrop is under no obligation to make such Substandard Meals/Items available for sale via the Picknddrop App.

·         5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Picknddrop from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.

·         5.c. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Picknddrop will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.

·         5.d. Notwithstanding these Terms, Picknddrop reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:

o    (i). User/Buyer complaints received by Picknddrop which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Picknddrop, through calls placed with Picknddrop or through any other means;

o    (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;

o    (iii). Breach of the representations and warranties of the Restaurant Partner; or

o    (iv). Any other material breach of the terms.

o    Notwithstanding anything contained under this Terms, Picknddrop has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.

·         5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Picknddrop in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Picknddrop may deduct refunds from the payment made to you under these Terms.

·         5.f. It is clarified that Picknddrop shall not be liable to make any payment for a Disputed Order. Picknddrop shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.

·         5.g. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Picknddrop shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Picknddrop has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Picknddrop shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.

·         5.h. Service Fee. In consideration for use of the Picknddrop App, Picknddrop will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.

·         5.i. Picknddrop does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Picknddrop shall not be liable for any failure to match.

6. Promotional Activities

·         6.a. Marketing. Picknddrop will each showcase the availability of the Meals via the Picknddrop App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.

·         6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Picknddrop, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.

·         6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.

·         6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Picknddrop in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Picknddrop solely by using the software and tools provided by Picknddrop.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

·         9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

·         9.b. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.

·         9.c. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Picknddrop App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Picknddrop in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Picknddrop App would be deposited with the Government Treasury within stipulated timelines.

·         9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

·         10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Picknddrop and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Picknddrop Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Picknddrop or its employees, agents or Delivery Partners.

·         10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Picknddrop does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Picknddrop shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Picknddrop will use its best endeavors to ensure that the unintentional operational errors do not occur, Picknddrop cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Picknddrop’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Picknddrop’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

13. Term and Termination

Either Picknddrop or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Picknddrop shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Picknddrop prior to such expiry or earlier termination of these Terms, and Picknddrop shall be entitled to receive Service Fee for such Meal(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Lucknow and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Lucknow shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

·         All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

·         Picknddrop Digital Private Limited
SS-1/400, first floor Sector A jankipuraam, Lucknow

19.

If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to merchantsupport@Picknddrop.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms 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 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 this Terms. This Terms 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 Terms, upon notice to the other party, to (a) an affiliate of Picknddrop (for Picknddrop), 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 Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), 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. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Picknddrop will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

·         2.a. Service Fee. In consideration for Picknddrop’s lead generation, demand prediction, payment processing and other related services provided via the Picknddrop App under the Terms, Picknddrop will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Picknddrop App.

·         2.b. Goods and services tax (“GST”). Collection by Picknddrop from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.

·         2.c. Remittance. Picknddrop will remit to you the total (i) Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).

·         2.d. Meal Revenue received by Picknddrop from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Picknddrop. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE RESTAURANT/MERCHANT

1. Details of Tax Registrations

2. Indirect Taxes to be levied on each Item enlisted on the Picknddrop App

3. Other Charges to be levied on each Meal enlisted on the Picknddrop App

OTHER DETAILS

Merchant (Restaurant) Partner Terms of Use

The Picknddrop Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by Picknddrop Technologies Private Limited(“Picknddrop” or “us”) or its affiliates, from time-to-time, and referred to as the “Picknddrop App”. Upon signing by both parties, the Letter and the Picknddrop Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Picknddrop as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Picknddrop App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Restaurant/Merchant item(s) visible on the Picknddrop App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Picknddrop App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Picknddrop App.

4. Delivery

The “Picknddrop Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Picknddrop nor its affiliates provide any delivery or logistics services, but Picknddrop provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Picknddrop’s proprietary technology platform under license from Picknddrop or one of its affiliates. Picknddrop will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Picknddrop and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and (ii) under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Picknddrop will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

5. Availability of Meal(s)/Item(s)

·         5.a. Meal(s)/Item(s). Picknddrop will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Picknddrop App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Picknddrop App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Picknddrop is under no obligation to make such Substandard Meals/Items available for sale via the Picknddrop App.

·         5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Picknddrop from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.

·         5.c. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Picknddrop will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.

·         5.d. Notwithstanding these Terms, Picknddrop reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:

o    (i). User/Buyer complaints received by Picknddrop which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Picknddrop, through calls placed with Picknddrop or through any other means;

o    (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;

o    (iii). Breach of the representations and warranties of the Restaurant Partner; or

o    (iv). Any other material breach of the terms.

o    Notwithstanding anything contained under this Terms, Picknddrop has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.

·         5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Picknddrop in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Picknddrop may deduct refunds from the payment made to you under these Terms.

·         5.f. It is clarified that Picknddrop shall not be liable to make any payment for a Disputed Order. Picknddrop shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.

·         5.g. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Picknddrop shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Picknddrop has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Picknddrop shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.

·         5.h. Service Fee. In consideration for use of the Picknddrop App, Picknddrop will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.

·         5.i. Picknddrop does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Picknddrop shall not be liable for any failure to match.

6. Promotional Activities

·         6.a. Marketing. Picknddrop will each showcase the availability of the Meals via the Picknddrop App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.

·         6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Picknddrop, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.

·         6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.

·         6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Picknddrop in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Picknddrop solely by using the software and tools provided by Picknddrop.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

·         9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

·         9.b. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.

·         9.c. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Picknddrop App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Picknddrop in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Picknddrop App would be deposited with the Government Treasury within stipulated timelines.

·         9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

·         10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Picknddrop and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Picknddrop Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Picknddrop or its employees, agents or Delivery Partners.

·         10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Picknddrop does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Picknddrop shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Picknddrop will use its best endeavors to ensure that the unintentional operational errors do not occur, Picknddrop cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Picknddrop’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Picknddrop’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

13. Term and Termination

Either Picknddrop or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Picknddrop shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Picknddrop prior to such expiry or earlier termination of these Terms, and Picknddrop shall be entitled to receive Service Fee for such Meal(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Lucknow and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Lucknow shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

·         All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

·         Picknddrop Digital Private Limited
SS-1/400, first floor Sector A jankipuraam, Lucknow

19.

If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to merchantsupport@Picknddrop.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms 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 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 this Terms. This Terms 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 Terms, upon notice to the other party, to (a) an affiliate of Picknddrop (for Picknddrop), 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 Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), 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. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Picknddrop will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

·         2. a. Service Fee. In consideration for Picknddrop’s lead generation, demand prediction, payment processing and other related services provided via the Picknddrop App under the Terms, Picknddrop will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Picknddrop App.

·         2. b. Goods and services tax (“GST”). Collection by Picknddrop from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.

·         2. c. Remittance. Picknddrop will remit to you the total (i) Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).

·         2. d. Meal Revenue received by Picknddrop from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Picknddrop. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

·          

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE RESTAURANT/MERCHANT

1. Details of Tax Registrations

2. Indirect Taxes to be levied on each Meal enlisted on the Picknddrop App

3. Other Charges to be levied on each Meal enlisted on the Picknddrop App

OTHER DETAILS

Merchant (Pet Store) Partner Terms of Use

The Picknddrop Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by Picknddrop Technologies Private Limited(“Picknddrop” or “us”) or its affiliates, from time-to-time, and referred to as the “Picknddrop App”. Upon signing by both parties, the Letter and the Picknddrop Merchant Terms of Use binding and enforceable legal contract between you and Picknddrop as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include perishable/non-perishable goods including other item(s) or accessories produced for pets made available [each an “Item(s)”] via the Picknddrop App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Merchant item(s) visible on the Picknddrop App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Picknddrop App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Picknddrop App.

4. Delivery

The “Picknddrop Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Picknddrop nor its affiliates provide any delivery or logistics services, but Picknddrop provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Picknddrop’s proprietary technology platform under license from Picknddrop or one of its affiliates. Picknddrop will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Picknddrop and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and (ii) under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Picknddrop will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

5. Availability of Item(s)

·         5.a. Item(s). Picknddrop will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Picknddrop App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Picknddrop App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Picknddrop is under no obligation to make such Substandard Items available for sale via the Picknddrop App.

·         5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Picknddrop from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.

·         5.c. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Picknddrop will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.

·         5.d. Notwithstanding these Terms, Picknddrop reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:

o    (i). User/Buyer complaints received by Picknddrop which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Picknddrop, through calls placed with Picknddrop or through any other means;

o    (ii). Breach of the provisions of the Prevention of Cruelty to Animals Act, 1960 and and the rules and regulations, made thereunder, by Merchant Partner;

o    (iii). Breach of the representations and warranties of the Merchant Partner; or

o    (iv). Any other material breach of the terms.

o    Notwithstanding anything contained under this Terms, Picknddrop has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with the Prevention of Cruelty to Animals Act, 1960 or the rules or regulations, made thereunder.

·         5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Picknddrop in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Picknddrop may deduct refunds from the payment made to you under these Terms.

·         5.f. It is clarified that Picknddrop shall not be liable to make any payment for a Disputed Order. Picknddrop shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.

·         5.g. In case of complaints from the User pertaining to item quality, or any other such issues, Picknddrop shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Picknddrop has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Picknddrop shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.

·         5.h. Service Fee. In consideration for use of the Picknddrop App, Picknddrop will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.

·         5.i. Picknddrop does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Picknddrop shall not be liable for any failure to match.

6. Promotional Activities

·         6.a. Marketing. Picknddrop will each showcase the availability of the Items via the Picknddrop App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.

·         6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Picknddrop, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.

·         6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.

·         6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Picknddrop in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Picknddrop solely by using the software and tools provided by Picknddrop.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

·         9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

·         9.b. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Prevention of Cruelty to Animals Act, 1960 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.

·         9.c. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Picknddrop App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Picknddrop in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Picknddrop App would be deposited with the Government Treasury within stipulated timelines.

·         9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

·         10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Picknddrop and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Picknddrop Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Picknddrop or its employees, agents or Delivery Partners.

·         10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Picknddrop does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Picknddrop shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Picknddrop will use its best endeavors to ensure that the unintentional operational errors do not occur, Picknddrop cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Picknddrop’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Picknddrop’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

13. Term and Termination

Either Picknddrop or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Picknddrop shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Picknddrop prior to such expiry or earlier termination of these Terms, and Picknddrop shall be entitled to receive Service Fee for such Item(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Lucknow and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Lucknow shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

·         All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

·         Picknddrop Digital Private Limited
SS-1/400, first floor Sector A jankipuraam, Lucknow

19.

If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to merchantsupport@Picknddrop.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Term shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms 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 labour 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 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 this Terms. This Terms 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 Terms, upon notice to the other party, to (a) an affiliate of Picknddrop (for Picknddrop), 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 Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), 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. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Picknddrop will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

·         2.a. Service Fee. In consideration for Picknddrop’s lead generation, demand prediction, payment processing and other related services provided via the Picknddrop App under the Terms, Picknddrop will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Picknddrop App.

·         2.b. Goods and services tax (“GST”). Collection by Picknddrop from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.

·         2.c. Remittance. Picknddrop will remit to you the total (i) Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).

·         2.d. Item Revenue received by Picknddrop from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Picknddrop. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE MERCHANT

1. Details of Tax Registrations

2. Indirect Taxes to be levied on each Item enlisted on the Picknddrop App

3. Other Charges to be levied on each Item enlisted on the Picknddrop App

OTHER DETAILS

Merchant Outlet Offer(s) and Sampling: Terms & Conditions

·         1. As a registered User, You understand that Picknddrop is merely a technology intermediary communicating a promotion on behalf of the Merchant and is not in any manner liable for the content hosted or otherwise the Offer extended through the Picknddrop App.

·         2. You acknowledge that the product is offered for sale or otherwise offered without any consideration, as the case maybe, by the Merchant and not Picknddrop.

·         3. You agree that any product/item procured/purchased by you from the Merchant shall be for your personal consumption.

·         4. All commercial/contractual terms are offered by and agreed to between User and Merchant(s) alone. The commercial/contractual terms include without limitation price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Picknddrop does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and Sellers.

·         5. Picknddrop does not make any representation or Warranty as to specifics (such as quality, value, saleability, etc.) of the products or services proposed to be sold or offered to be sold or purchased on the Picknddrop App. Picknddrop shall not be liable in case the product sold by the Merchant is unfit for use or faulty or rendered unfit during carriage of the same from the point of pick-up to the drop-off point.

·         6. Picknddrop does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc) of any of its Users. You are advised to independently verify the bona fides of any particular Merchant that You choose to deal with on the Picknddrop App and use Your best judgment in that behalf.

·         7. Picknddrop does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the Picknddrop App. Picknddrop accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

·         8. Consistent with Picknddrop’s Privacy Policy, Picknddrop may share your information with third parties to manage, expedite and improve the Picknddrop App services provided to you or otherwise to carry out specific service requests, including any other reason(s) as covered under the Privacy Policy acknowledged by you.

·         9. Picknddrop is not responsible for any non-performance or breach of any contract entered into between Users and Merchants. Picknddrop shall not and is not required to mediate or resolve any dispute or disagreement between Users and Merchants.

·         10. At no time shall Picknddrop hold any right, title or interest over the products nor shall Picknddrop have any obligations or liabilities in respect of such contract.

·         11. Picknddrop is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered.

·         12. You shall independently agree upon the manner and terms and conditions of delivery, payment, insurance etc. with the Merchant that you transact with.

Cancellations

·         As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Picknddrop shall have a right to charge you cancellation fee of a minimum INR 20 upto the order value.

Google Pay Offer T&C

·         1. The user must successfully make a transaction on the Picknddrop app, and enter their Google Pay UPI ID as the payment option.

·         2. The user will earn a scratch card reward when they spend at least ₹200 in a single transaction on Picknddrop using Google Pay.

·         3. The user can earn a maximum of one reward per week for this offer. The user can earn a maximum of two rewards in this offer period.

·         4. For this offer, the definition of a week is: starting on Monday at 9:00 AM and ending on the following Monday at 8:59 AM India Standard Time.

·         5. The users are eligible to earn ₹20 to ₹200 with each reward.

·         6. The scratch card will be available within three (3) days after a transaction is successfully processed.

·         7. Each Google Pay Customer can only use one set of Google Pay credentials that have not been previously registered with Google Pay, which includes but is not limited to a Google Account, phone number, form of payment, to qualify for each offer.

·         8. If a user earns a reward, the reward money will be deposited into their bank account. The user must have a UPI-enabled savings account attached to their Google Pay account to receive payment from Google. Please be sure to link the UPI enabled savings account to your Google Pay account within 45 days of claiming the reward, failing which the reward will be deemed to be forfeited.

·         9. The user can earn up to a total of Indian Rupees Nine Thousand (INR 9,000) per financial year (1 April to 31 March) across all Google Pay offers.

·         10. Google is not responsible or liable for the fulfilment or provision of any service availed by the user from Picknddrop.

·         11. Employees, interns, contractors, and office-holders, as well as their immediate families (parents, siblings, children, spouses and life partners of each, regardless of where they live), of Google LLC, its affiliates and subsidiaries, and any representatives or agencies of Google or other persons professionally connected with the offer are not eligible to participate in this offer.

·         12. This offer is not available to residents of the state of Tamil Nadu (as per Tamil Nadu Prize Scheme (Prohibition) Act 1979) and wherever else prohibited by law. Residents of these states should not participate in this offer.

·         13. To participate in a Google Pay offer, the user must agree to these offer terms and conditions.

·         14. The user agrees that their participation in the offer constitutes their understanding of and agreement to these offer terms and conditions. These offer terms and conditions form a binding legal agreement between the user and Google with respect to the offers, and any defined terms used herein have the meaning set forth in the Google Pay Terms of Service.

·         15. Google reserves the right, at its sole discretion, to disqualify any User who does not meet the offer requirements or in case of reasons including but not limited to any misuse of the offer or fraud or suspicious transactions/activities. Google also reserves the right to discontinue or change any Google Pay offer or the Google Pay offer programme at any time, at its sole discretion.

·         16. This offer is subject to the user's compliance with the Google Pay Terms of Service.

Paytm Offer T&C

·         1. Rs.100 cashback on 3 transactions

·         2. Rs.25 on 1st transaction, Rs.25 on 2nd transaction and Rs.50 on 3rd transaction

·         3. Minimum order value of each transaction should be Rs.100

·         4. Only one transaction per day will be counted for this cashback

·         5. Offer applicable on Android and iOS app version 7.0.0 and above

·         6. Offer valid on payments on Picknddrop using Paytm

·         7. If you do not participate or activate the offer, your transactions will not get linked in the offer.

·         8. After your first transaction, you will receive a push message to activate the offer and redeem cashback.

·         9. You can avail this offer only once during the campaign duration

·         10. If you fail to activate the offer under Paytm cashback listing on Paytm app, your count of transactions will not be considered

·         11. Users are eligible for the offer if the first transaction is made before 31st March 2019

·         12. User should complete all 3 transactions within 20 days from the date of first transaction to get full Rs.100 cashback

·         13. Cashback will be credited to your Paytm wallet within 24 hours of completing the offer

·         14. Offer applicable on Picknddrop app

·         15. Cashback will not be processed for non-KYC users

·         16. If you have not completed your KYC, you will receive Goldback (inclusive of 3% GST)

·         17. Paytm and Picknddrop solely reserves the right to change offer terms at any time without prior notice to the customers

·         18. Picknddrop can cancel orders if found to be of fraudulent nature

·         19. Picknddrop & Paytm reserve the right to change/modify/add/delete any of the terms and conditions of the offer at any time without notice

Amazon Pay Offer T&C

Steps to Redeem:

Follow the steps below to redeem the reward:

·         1. Once the reward is collected, make a payment on PICKNDDROP between 01-Aug-2020 12:00:00 AM to 31-Aug-2020 11:59:59 PM of min. value ₹99.

·         2. Reward is applicable when you pay on PICKNDDROP

·         3. This offer can't be clubbed with any other offer & is valid 2 time(s) per user

·         4. The cashback will be credited as Amazon Pay balance within 3 working days. You'll receive an email and SMS for the cashback. Alteratively, you can also check your cashback at: www.amazon.in/vs

Frequently Asked Questions:

·         1. What is the reward?

·         Make a payment on PICKNDDROP and Win ₹10 to ₹200 back

·         2. How can I earn this reward?

·          

o    a. Collect this reward

o    b. Make a successful PICKNDDROP payment

o    c. You need to make a min payment of ₹99

o    d. Reward is applicable on PICKNDDROP

·         Note: You'll only receive the reward if the transaction is successful.

·         3. What is the reward duration?

·         Reward is valid from 01-Aug-2020 12:00:00 AM to 31-Aug-2020 11:59:59 PM

·         4. How many times can I avail this reward?

·         The reward can be availed 2 time(s) per user

·         5. Is there any promo code required?

·         No additional promo code to be applied

·         6. When will I receive my cashback?

·          

o    a. You'll receive your cashback within 3 working days of successfully completing your transaction

o    b. You will not receive the cashback until the transaction is complete (i.e. for transactions being processed)

o    c. You will not receive the cashback if you, the Merchant or Amazon cancels the order fully or partially.

·         However, if you place another valid order after this during the offer period, the new order will be eligible for the cashback

·         d. You can also check the cashback provided to you, in your Amazon Pay balance account

·         7. What happens if I am eligible for more than one reward?

·         If you are eligible for more than one reward, you'll be able to redeem the reward that gives the best cashback on your purchase. Rest of the rewards can be redeemed in subsequent purchases

Terms and Conditions:

·         1. This offer is a joint promotional initiative provided by PICKNDDROP TECHNOLOGIES PRIVATE LIMITED("Merchant") and Amazon Pay (India) Private Limited ("Amazon"). "This offer is made available to you by Amazon Pay (India) Private Limited ("Amazon") on the Website (defined below) maintained and operated by PICKNDDROP TECHNOLOGIES PRIVATE LIMITED("Merchant")."

·         2. Offer terms and conditions ("Offer Terms") are in addition to Amazon.in Conditions of Use & Sale and Privacy Notice to which you agree to by using Amazon.in. To the extent the Conditions of Use & Sale or these additional terms are inconsistent with these Offer Terms, these Offer Terms shall prevail with respect to the Offer only.

·         3. This Offer is valid from 01-Aug-2020 12:00:00 AM to 31-Aug-2020 11:59:59 PM ("Offer Period"), unless extended or revoked by Amazon, without assigning any reason, without prior notice and without liability of any kind.

·         4. During the Offer Period, any customer who undertakes a minimum payment of ₹99 on PICKNDDROP and chooses to make payment using "Amazon Pay", will be eligible to receive a cashback between ₹10 to ₹200, for the amount paid towards the transaction. This Offer can only be availed by a customer 2 time(s) during the Offer Period.

·         (Each transaction meeting the aforesaid requirements being referred to as a "Qualifying Transaction").

·         It is clarified that the amount of the cashback that a customer receives will be determined on a random basis. APIPL accepts no responsibility for the amount that a customer receives under this Offer.

·         5. Reward is applicable on PICKNDDROP

·         6. The offer is available only for payments made towards PICKNDDROP. It is further clarified that a customer will not be eligible to receive a reward under this Offer: if the payment is made using a payment method other than the Eligible Payment Method. This Offer can only be availed by a customer who have an India Verified Mobile number linked to their account

·         7. This Offer can only be availed 2 times(s) by each customer. Additionally, and for the avoidance of doubt, Amazon Pay Balance will only be provided for 2 Qualifying Transaction(s) (and not for any subsequent transactions) made by the customer during the Offer Period.

·         8. The Offer is applicable only for a transaction that is successfully completed. A customer will not be eligible to receive the cashback under this Offer, if the transaction is cancelled, for any reason whatsoever, by the customer, by Amazon, or by the concerned Merchant.

·         9. The cashback promotional benefit will be provided within 3 working days of successful completion of the transaction, in the form of Amazon Pay Gift Card(s), issued by Qwikcilver Solutions Private Limited, redeemable into Amazon Pay balance associated with the customer's Amazon.in account. The use and redemption of gift card(s) and use of Amazon Pay balance will be governed by the applicable terms.

·         10. Amazon reserves the absolute right, without prior notice, without liability, and without assigning any reason whatsoever, to add/alter/modify/change or vary any or all of these Offer Terms or to replace, wholly or in part, this Offer by another offer, whether similar to this Offer or not.

·         11. This Offer is valid for Indian residents only.

·         12. By participating in this Offer, every customer expressly agrees that neither Amazon nor any of its affiliates will not be liable or responsible for any loss or damage whatsoever that a customer may suffer, directly or indirectly, in connection with this Offer, including but not limited to that associated with the payment transaction made on Amazon.in to avail this Offer.

·         13. The Amazon Pay Balance will be sent to the registered email ID of the customer making the Qualifying Transaction instantly post such Transaction.

·         Amazon Gift Cards will expire one year from the date of issuance by QwikCilver. Amazon Gift Cards cannot be used to purchase other gift cards. Amazon Gift Cards cannot be reloaded, resold, transferred for value or redeemed for cash, except to the extent required by law.

·         14. By participating in this Offer, you expressly agree that Amazon or any of its affiliates will not be liable or responsible for any loss or damage whatsoever that you may suffer, directly or indirectly, in connection with this Offer.

·         15. Amazon reserves the right to disqualify any customer from this Offer if any fraudulent activity is identified as being carried out for the purpose of availing the Offer or if any of the conditions of the Offer Terms are not met.

·         16. This Offer is governed by the laws of India and any disputes arising out of or in connection with this Offer will be subject to the exclusive jurisdiction of the courts at Bangalore

·         17. Availing this Offer is voluntary. Any person availing this Offer will be deemed to have accepted these Offer Terms. By availing this Offer, each customer hereby releases from liability and holds harmless Amazon and its affiliates in relation to any matters connected to this Offer including but not limited to issue(s) associated with making the Qualifying Transaction or the inability to make a transaction for any reason whatsoever.

·         18. As per RBI regulations, it is mandatory for customers to have their names associated with their Amazon accounts to receive cashback

·         19. Nothing contained in these Offer Terms amounts to a commitment by Amazon to conduct further, similar or other offers.

·         20. Amazon reserves the right to disqualify any customer from the benefits of the Offer, at its sole discretion, if it identifies any fraudulent activity being carried out for the purpose of availing the benefits under the Offer or for any reason whatsoever

·         21. Under no circumstances, will the benefit being offered under this Offer be settled in cash in lieu thereof

Simpl Picknddrop new user offer T&C

·         1. Flat 50 cashback on the first transaction on Picknddrop using Simpl.

·         2. Minimum order value is INR 200.

·         3. Cashback will be canceled in case of full refunds or cancellation of orders.

·         4. Valid for transactions completed between 1st August 2020 to 30th September 2020.

·         5. The eligible amount will be credited to a user's Simpl account post settlement of the bill.

D4B Insurance Terms

·         1. PICKNDDROP had selected ICICI Lombard as its Insurance Partner for the deliveries of those goods which are raise through D4B dashboard by Merchants.

·         2. The Policy would be called as “ Picknddrop Technologies Private LimitedA/C all B2B merchants of Picknddrop”.

·         3. This Insurance covers the goods ordered by customers of merchants and transportation of these goods are assigned to PICKNDDROP Delivery Partner.

·         4. The Policy would cover the Pickup, Transportation and delivery of the product ordered by a customer at a merchant’s store for which the merchant uses the services of PICKNDDROP delivery partner for delivery.

·         5. This Policy would cover goods picked up and delivered in the city from anywhere to anywhere.

·         6. The rate pre delivery would be 0.09 % of the single product cost.[SM1]

·         7. It is also absolutely necessary that all the goods from a single merchant have to be included in the insurance program, selection of individual and particular deliveries would not be allowed.

·         8. The Insurance would start instantly the product is picked by Picknddrop Partner and would cease after elapse of 3 hours of product delivery.

·         9. If more than one product is packed in a single delivery, then that would be considered a single delivery, example 3 Books packed in a packet.

·         10. If more than 1 delivery is being done for a single address at one time than all the deliveries would be considered separate and excess on claims would be on each and every delivery.

·         11. Merchant has to check and insure that the product to be delivered is properly packed and hand over to Picknddrop Partner is according to the agreement.

·         12. It is ordained that before carrying out the deliveries, the Merchant has to declare these goods ( i.e. standard description )and value of the good on E Mail. ICICI Lombard would share the format which with PICKNDDROP and the details of declaration would be required to be in this format.

·         13. Merchant can send a Maximum of Rs. 40,000 goods in a single delivery, Example 5 books worth 8000 Rs packed in a single packet and to be delivered to single address will be considered a single consignment. Whereas, a packet of book in one packet , a kitchen appliance in another packet to be delivered to same address would be considered two consignments.[SM2]

·         14. The policy would not cover the Return deliveries which had been delivered and the customer wants to return as per return policy of that particular merchant.

·         15. For all claims, the communication would be between the Merchant and ICICI Lombard and Marsh would act as a Broker in this Policy , intervening according to the duties and compliance as suggested by IRDA.

·         16. ICICI Lombard, would share this CD account with the frequency of 15 days and also whenever is demanded by the Merchant.

Community Guidelines

We’re passionate about ensuring cities are accessible to everyone, everywhere. During COVID-19, our mission resonated louder and clearer. At Picknddrop, we are committed to ensuring you have access to essentials, without leaving your house. We understand that you might have questions about how we’re navigating the COVID-19 epidemic. At Picknddrop, we’re doing our best to ensure that we’re following all preventive measures, and your safety and wellbeing is prioritized, always.

For everyone in our community

The World Health Organisation recommends we all remember the ‘Five’

·         1. HANDS Wash them often

·         2. ELBOW Cough into it

·         3. FACE Don't touch it

·         4. FEET Stay more than 3 feet apart

·         5. FEEL sick or unwell? Stay home

Please follow guidelines prescribed by WHO, Central Government, and local authorities. We can overcome this, but only if we do it together.

In light of COVID-19, we would like to take this time to put forth community guidelines for our users.

For our users

·         Picknddrop Services during COVID-19: During the containment of the COVID-19 virus, Picknddrop Partners will only deliver essential items as categorized by the local authorities. Essential products like medicines must be made through the “medicine” category and with a valid prescription only. Under no circumstances, will your partner deliver any non-essential items or habit-forming substances like cigarettes or tobacco. Please refrain from asking your partner to purchase something outside of the app.

·         Responsible Use of Picknddrop Services: You must use Picknddrop Services responsibly and in compliance with the law. Please ensure that you handover to the Picknddrop Partners only essential items/products that can be transported under the prevailing guidelines issued by central, state and local authorities. Your Partner can refuse to complete an order, if they feel otherwise, or can contact local authorities if they wish to. Note, if you misuse the platform, your partner can run into trouble as well. You must use the service responsibly.

·         Introducing No Contact Delivery: In order to limit contact, No Contact Delivery has been introduced. Please let your partner know via the in-app chat, or over a phone call to leave your order at a mutually decided spot. If you or a family member is unwell, please do opt for the no-contact delivery. Pro Tip: Leave a bag or a box at the door for your partner to drop your items off.

·         Item Restriction: Hygiene and essential items like sanitizers or groceries might be limited in number currently. Please be respectful and avoid hoarding of items, to ensure resources are adequately distributed amongst the community.

·         Tipping: Your Picknddrop partner is going the extra mile so that you can stay safe indoors. We have introduced Tipping, whereby you can show appreciation to your partner for being there for you. 100% of your tip will be provided to your Partner

·         Be Respectful: Your Picknddrop partners are doing their best to ensure you get your item delivered on time. Treat your partners the way you would like to be treated. Please be respectful, and know they’re doing their best so that you can stay indoors and be safe

·         An inclusive Community: At Picknddrop, we celebrate inclusion and diversity amongst our large community of users, partners, merchants, and employees. Remember, when you use Picknddrop, you might interact with people who look or think differently from you. Promoting a respectful community is one of our key values and we do not support any form of discrimination, among our large community of users, partners, merchants and employees.

For your Partners

·         Containing Community Spread: All your partners are aware and following recommended preventive measures to ensure you and our community can stay safe.

·         Insurance: All Picknddrop Partners are now COVID insured. If a partner does contract the virus, their account will be automatically placed on hold until they recover. They will be compensated for their time to recover through the insurance.

·         COVID Partner relief Fund: We have set up a partner relief fund for our Partners and their families to overcome this difficult period. This time, we’re urging our community to deliver for the partners. Every little bit helps and will go a long way in ensuring your partners know we all have their back. Please do contribute here.

·         Social Distancing at Stores: A tech solution to queue orders enables the Partners to keep a safe distance at stores and avoid overcrowding while ensuring orders are also fulfilled. Your partner will be standing in line and waiting his/her turn patiently. You must be patient as well.

·         Remote Onboarding: If you wish to sign up during this time to serve your city as a Picknddrop Partner, by ensuring essentials reach those who need it the most, please sign up here. You can be onboarded through our remote onboarding facility.

PICKNDDROP FOR BUSINESS TERMS

THESE TERMS OF USE ("TERMS OF USE") ARE ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS/RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF USE DO NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURES.

THESE TERMS OF USE ARE A LEGALLY BINDING DOCUMENT BETWEEN MERCHANT AND PICKNDDROP (BOTH TERMS DEFINED BELOW). THESE TERMS OF USE SHALL GOVERN THE RELATIONSHIP BETWEEN THE MERCHANTS REGISTERED ON THE ‘PICKNDDROP FOR BUSINESS’ PLATFORM (“MERCHANT” OR “YOU” OR “YOUR” OR “YOURSELF” OR “USER”) AND MANDATE THE TERMS ON WHICH THE MERCHANT AVAILS PICKNDDROP SERVICES AND ACCESSES THE PLATFORM (BOTH TERMS DEFINED BELOW).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE PLATFORM, PICKNDDROP SERVICES (BOTH TERMS DEFINED BELOW) AND THE DASHBOARD THAT GIVES YOU ACCESS TO INFORMATION RELATED TO THE PICKNDDROP SERVICES (“B2B DASHBOARD”). BY ACCESSING THE B2B DASHBOARD OR ACCEPTING THE ELECTRONIC MAIL SENT TO YOU BY PICKNDDROP (“DEFINED BELOW”) CONTAINING THESE TERMS OF USE, AS APPLICABLE, YOU ACCEPT THESE TERMS OF USE AND AGREE TO BE LEGALLY BOUND BY THE SAME. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE THE PLATFORM (DEFINED BELOW) OR AVAIL ANY PICKNDDROP SERVICES (DEFINED BELOW) BEING OFFERED THROUGH THE PLATFORM (DEFINED BELOW).

PICKNDDROP (DEFINED BELOW) RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. IT WILL BE PRESUMED THAT MERCHANT HAS CONSENTED TO ANY SUCH CHANGES IF AND WHEN MERCHANT ACCESSES THE PLATFORM OR AVAILS PICKNDDROP SERVICES (BOTH TERMS DEFINED BELOW). MERCHANT MAY DECLINE SUCH CHANGES BY DISCONTINUING ACCESS TO THE PLATFORM OR BY NOT AVAILING PICKNDDROP SERVICES (BOTH TERMS DEFINED BELOW).

The B2B Dashboard, the website www.Picknddrop.com and the mobile application ‘Picknddrop’ are technology platforms owned and operated by Picknddrop Technologies Private Limited(“Picknddrop”), that enables the Merchant to connect with independent third-party logistics service providers (“Delivery Partner”) to pick up and drop off packages for the Merchant from one location to the other location through the Delivery Partner. All of such properties are collectively referred to as, the “Platform”. Picknddrop merely acts as a technology platform which allows the Merchant to connect with the Delivery Partner. You hereby agree and acknowledge that the role of Picknddrop is limited to operating and managing the Platform and providing Picknddrop Services (Defined Below). You hereby further agree and acknowledge that Picknddrop does not in any manner provide logistics service nor is the Delivery Partner an employee or an agent of Picknddrop. The Delivery Partner is an independent third party logistics service provider.

Use of and access to the Platform, is offered to You upon the condition of acceptance of (i) these Terms of Use, (ii) any agreement signed by You with Picknddrop (iii) the Privacy Policy available at https://Picknddrop.in/privacy, and (iv) any amendments made by Picknddrop at its sole discretion and posted on the Platform from time to time.

PART A- GENERAL TERMS RELATING TO PICKNDDROP SERVICES

1. General:

Picknddrop Digital Private Limited, is a company incorporated under the laws of India, with its registered office at Unit No. 201, Smart Square No. 3/1, 2nd Floor, Indiranagar, 100 Feet Road, Bangalore-560038, Karnataka, India and having CIN: U74900KA2014PTC075256.

2. Registration:

·         a. You shall be permitted to access the Platform, avail the Picknddrop Services and connect with Delivery Partner on the Platform after completing the onboarding process which shall be an Application Program Interface (“API”) integration with Picknddrop or in case where Merchant is not capable to do the API integration, in a manner as may be informed by Picknddrop to Merchant from time to time at Picknddrop’s sole discretion.

·         b. When You register with Picknddrop, You will be required to provide information about You and/or Your organisation. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Picknddrop of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Picknddrop has not independently verified the information provided by You. Picknddrop shall in no way be responsible or liable for the accuracy, inaccuracy, obsolescence or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, obsolete or incomplete, or Picknddrop has reasonable grounds to suspect that such information is untrue, inaccurate, obsolete or incomplete, Picknddrop reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

3. Picknddrop Services:

·         a. Picknddrop provides You with the following services (“Picknddrop Services”):

o    (i) It provides You with a license to access the Platform;

o    (ii) The Platform allows You to connect with Delivery Partner to pick up and drop off packages from one location to the other through the Delivery Partner (“Pick Up and Drop Off Services”); and

o    (iii) Facilitates the collection of payments for the transaction/(s) between You and Delivery Partner.

·         b. Picknddrop may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or transfer any of the Picknddrop Services from time to time. Picknddrop does not provide any guarantee to You that the Picknddrop Services will be made available to You at all times.

·         c. You can initiate a transaction on the Platform by which You may (through the Delivery Partner) send packages to a particular location identified by You. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Picknddrop merely acts as a technology platform to facilitate the connection between You and the Delivery Partner. The Delivery Partner is neither an employee nor an agent or an affiliate of Picknddrop. Picknddrop does not assume any responsibility or liability for any form of act, omission to act, services provided, quality or deficiency of services on part of the Delivery Partner. You hereby agree and acknowledge that all actions, omissions to act, services provided, quality or deficiency in services with respect to the Pick Up and Drop Off Services is of the Delivery Partner in the Delivery Partner’s independent capacity and sole discretion.

·         d. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, Delivery Partner/(s) around the pickup location shall be intimated in an automated manner and depending upon the availability of Delivery Partner/(s), a Delivery Partner may choose to accept Your request. The Delivery Partner shall pick up the item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as Your agent and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location will be added by You and that such information will be used for the Pick Up and Drop Off Services. You must ensure that the details for the locations are accurate and identifiable by the Delivery Partners.

·         e. You agree that You shall at all times use the Platform and Picknddrop Services for lawful purposes. Additionally, You shall not use the Pick Up and Drop Off Services for items which are illegal, immoral, hazardous, unsafe, dangerous, or otherwise restricted or constitute items that are prohibited by any statute or law or regulation or the provisions of these Terms of Use.

·         f. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through the Delivery Partner, and that such contents are legal and within limits of transportation/logistics under applicable law. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, insects, animals, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws) (all of such items, the “Restricted Items”).

·         g. You also agree that, upon becoming aware of the commission of an offence by You or Your intention to commit an offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any item(s) restricted under applicable law, the Delivery Partner may at the Delivery Partner’s sole discretion choose to take such action as the Delivery Partner deems fit including intimating law enforcement authorities about such unlawful action.

·         h. Picknddrop does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Picknddrop shall have no liability with respect to the Items or Your use of the Picknddrop Services and the Pick Off and Drop Off Services. However, if it is brought to the knowledge of Picknddrop through any law enforcement authority or any other third-party that You have packaged any Restricted Items or availed the Pick up and Drop Off Services using the Platform to deliver any Restricted Items, Picknddrop may at its sole discretion take appropriate actions including suspension or termination of Your Account and Picknddrop Services. Picknddrop may also, on a request received from the law enforcement authority provide requisite details as may be requested, which may include but not be limited to details of Your organisation, Your personal details, transaction history, payment details, geo locations, logistics information, etc to such authorities.

·         i. If a transaction initiated by You on the Platform cannot be completed, You shall be notified on the Platform.

·         j. Picknddrop shall use Your location based information that is captured by Picknddrop through a global positioning system when You are using Your personal computer or mobile device to request a Picknddrop Service on its Platform. Such location based information shall be used by Picknddrop to facilitate and improve the Picknddrop Services being offered to You. You acknowledge and hereby consent to the monitoring and tracking of Your geo-location information. In addition, the Delivery Partner may have access to such geo-location.

4. Merchant Information

·         a. You are solely responsible for and in control of the information You provide to us. Compilation of Merchant Accounts and Merchant Account bearing contact number and e-mail addresses are owned by Picknddrop.

·         b. In a case where the Platform is unable to establish a unique identity of the Merchant against the details provided by the Merchant, the Account shall be indefinitely suspended. Picknddrop reserves the full discretion to suspend a Merchant's Account in the above event and does not have the liability to share any Account information whatsoever.

5. Payment and Taxes

·         a. Payments:

o    (i) While initiating a request for a Pick Up and Drop Off Service, You may be required to pay a delivery fee to the Delivery Partner for availing the Pick Up and Drop Off Service (“Delivery Fee”), as may be displayed to You on the Platform at the time of raising such request. Picknddrop will facilitate the collection and disbursement of Delivery Fee for the Delivery Partner in compliance with applicable laws. Picknddrop shall issue a statement of transactions on behalf of the Delivery Partner from time to time.

o    (ii) All settlement to the Merchant shall be made in compliance with applicable law. In case the Merchant opts for a post-paid payment option, Merchant shall ensure that the payment towards such outstanding amounts are made within the prescribed time frame and in a manner as communicated by Picknddrop from time to time.

o    (iii) In case, Merchant enables a cash on delivery option for its customers and provides instructions/authorisation to the Delivery Partners to collect the cash on behalf of the Merchant at the time of the drop off, the Merchant shall ensure that its customers are duly notified to hand over the appropriate amount to the Delivery Partner without demur or delay. Subject to settlement of Delivery Fee and any other payment obligation adjustment for Merchant, payment of foregoing amount for cash on delivery shall be made to the Merchant.

·         b. Taxes:

o    (i) You are responsible to comply with the applicable tax regulations for the transactions completed using Picknddrop Services including, but not limited to, compliance with goods and service tax, withholding taxes, if any. You agree and acknowledge that any settlement amount to be paid by Merchant for Pick up and Drop off Services shall not be subject to deduction of goods and service tax or withholding taxes. Such settlement is merely a pass through amount for the Delivery Partner. Any obligation for deduction of goods & service tax or withholding taxes shall be between You and Delivery Partner. Picknddrop shall make available the details of Pick up and Drop off Services to You to enable You to comply with Your tax obligations.

o    (ii) You further agree and acknowledge that Picknddrop shall not be held responsible/liable for any compliance or non-compliance of applicable tax laws by You or the Delivery Partner.

6. Insurance

You agree and acknowledge that You are solely responsible for the items that You get delivered using Pick Up and Drop off services through the Platform. Picknddrop shall in no manner be responsible for any loss, theft or damage. However, Picknddrop may from time to time facilitate Merchant availing insurance services from third party vendors and Merchant may at its sole discretion avail such insurance directly from a third party insurance provider. The details of such insurance are available at https://www.Picknddrop.com/terms#business_insaurance_terms. Picknddrop disclaims any and all liability for any loss, theft or damage caused to the Merchant by availing the Pick Up and Drop Off Services irrespective whether Merchant chooses to avail an insurance or not.

7. Rating

·         a. You agree that: (i) after completion of a transaction on the Platform, the Platform will prompt the Merchant with an option to provide a rating and comments about the Delivery Partner (with respect to the services performed by the Delivery Partner).

·         b. Picknddrop and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Picknddrop and its affiliates without attribution to or approval of Merchant and You hereby consent to the same. Picknddrop and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Picknddrop’s or its affiliates’ content policies.

PART B: SPECIFIC TERMS FOR PICKNDDROP SERVICES

8. Cancellation

·         a. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may not be allowed to cancel a transaction initiated on the Platform for which work the Delivery Partner has reached the pick-up location.

·         b. The transaction initiated by You on the Platform may be cancelled, if:

o    (i) Information, instructions and authorisations provided by You (including the details of pick up and drop off location) is not complete or sufficient for Delivery Partner to execute the transaction initiated by You.

o    (ii) If a Delivery Partner is not available to perform the services, as may be requested.

o    (iii) If the transaction cannot be completed for reasons not in control of Picknddrop including any technological glitch.

PART C: GENERAL TERMS OF USE

9. Non- Exclusive

Picknddrop’s Services shall be provided to You on a non-exclusive basis.

10. Eligibility to Use

·         a. Picknddrop reserves the right to refuse access to the Platform, at any time to new Merchant or to terminate or suspend access granted to existing Merchant at any time without according any reasons for doing so.

·         b. Unless otherwise permitted by Picknddrop, You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purpose of creating an account with the Platform.

11. User Account, Password, and Security

In order to use the Platform and avail the Picknddrop Services, You will have to register on the Platform in a manner as contained in the Clause 2 herein (“Account”). You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to immediately notify Picknddrop of any unauthorized use of Your Account information or any other breach of security. Picknddrop cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Picknddrop or any other visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another Merchant’s Account information for using the Platform is expressly prohibited.

12. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by the Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

13. Representations and Warranties

·         a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into these Terms of Use and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any terms that would prevent it from complying with or performing under these Terms of Use (in your case, including without limitation, any exclusive terms with any third parties for the pick and drop off services via a technology platform); and (d) the content, media and other materials used or provided as part of these Terms of Use shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

·         b. You agree to use the Platform only: (i) for purposes that are permitted by these Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines; (iii) on obtaining and maintaining throughout the Term any and all valid license, approvals, registrations, no objection certificates and in compliance with any law that may be specifically applicable to the business being carried out by Merchant and/or for use of the Platform or Picknddrop Services by Merchant. You agree not to engage in activities that may adversely affect the use of the Platform by Picknddrop or Delivery Partner(s) or other merchants.

·         c. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Picknddrop Services.

·         d. You represent and warrant that You are legally authorised to view and access the Platform and avail the Picknddrop Services.

·         e. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Picknddrop. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Picknddrop Property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.

·         f. You acknowledge and agree that by accessing or using the Platform, You may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Picknddrop disclaims all liabilities arising in relation to such offensive content on the Platform.

·         g. Further, You undertake not to:

o    (i) defame, abuse, harass, threaten or otherwise violate the legal rights of others;

o    (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;

o    (iii) do any such thing that may harms minors in any way;

o    (iv) copy, republish, post, display, translate, transmit, reproduce or distribute any Picknddrop Property through any medium without obtaining the necessary authorization from Picknddrop;

o    (v) conduct or forward surveys, contests, pyramid schemes or chain letters;

o    (vi) upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;

o    (vii) upload or distribute files or documents or videos (whether live or pre-recorded) that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;

o    (viii) engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);

o    (ix) attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Picknddrop server, or through the Platform, by hacking, password mining or any other illegitimate means;

o    (x) probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;

o    (xi) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;

o    (xii) collect or store data about other user, merchant, Delivery Partner in connection with the prohibited conduct and activities set forth herein;

o    (xiii) use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;

o    (xiv) use the Platform or any material or Picknddrop Property for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or other third parties;

o    (xv) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

o    (xvi) impersonate any other user, Delivery Partner or person;

o    (xvii) violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;

o    (xviii) violate these Terms of Use contained herein or elsewhere;

o    (xix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting for any other nation; and

o    (xx) reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

·         h. You agree and acknowledge that the use of the Picknddrop Services offered by Picknddrop is at Your sole risk and that Picknddrop disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.

All materials/content on our Platform (except any third party content available on the Platform), including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, “Material”) are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Picknddrop. You acknowledge and agree that the Material is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platform, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose other than the purposes stated under these Terms of Use, by any person or entity, without Picknddrop’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platform or any part of the Material for any purpose other than its intended purposes is strictly prohibited. Subject to the above restrictions under this Clause, Picknddrop hereby grants You a non-exclusive, freely revocable (upon notice from Picknddrop), non-transferable access to view the Material on the Platform.

14. Intellectual Property Rights

·         a. The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Picknddrop (“Picknddrop Property”) and the design, structure, selection, coordination, expression, look and feel and arrangement of such Picknddrop Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Picknddrop Property without the prior written consent of Picknddrop.

·         b. The trademarks, logos and service marks displayed on the Platform (“Marks”) are the property of Picknddrop, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Picknddrop or such third party as may be applicable.

15. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

·         a. The Platform, Picknddrop Property and Picknddrop Services are provided by Picknddrop on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Picknddrop makes no warranty that (i) the Platform, Picknddrop Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free; (ii) the quality of the Platform will meet Your expectations; or (iii) any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Picknddrop shall create any warranty not expressly stated in these Terms of Use.

·         b. Picknddrop will have no liability related to any Merchant content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Picknddrop also disclaims all liability with respect to the misuse, loss, modification or unavailability of any Merchant content.

·         c. Picknddrop will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.

·         d. Picknddrop shall not be responsible for the delay or inability to use the Platform, Picknddrop Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Picknddrop shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Picknddrop's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.

·         e. Picknddrop shall not be liable for any damages, loss, cost, expense of any kind arising from Your use of the Platform or Picknddrop Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

16. Indemnification and Limitation of Liability

·         a. You agree to indemnify, defend and hold harmless Picknddrop and its affiliates including but not limited to its officers, directors, consultants, agents and employees (“Indemnitees”) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Picknddrop Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of these Terms of Use, or Your violation of any rights of another, including any intellectual property rights.

·         b. In no event shall the Indemnitees, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Picknddrop Property or Picknddrop Services on the Platform.

·         c. Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Picknddrop Services.

·         d. Subject to applicable laws, in no event will Picknddrop or its employees aggregate liability, arising from or related to the Picknddrop Services or the use of the Platform shall not exceed INR 50,000/- (Indian Rupees Fifty Thousand Only) for any and all causes of actions brought by You or on behalf of You.

·         e. The Platform and the Picknddrop Services are only available to merchants located in India. Merchant shall not access or use the Platform from any other jurisdiction except for India. If a Merchant accesses or uses the Platform from any other jurisdiction except for India, the Merchant shall be liable to comply with all applicable laws and Picknddrop shall not be liable for the same, whatsoever.

17. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Picknddrop, for which monetary damages would be inadequate, and You consent to the Picknddrop obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Picknddrop may have at law or in equity. If Picknddrop takes any legal action against You as a result of Your violation of these Terms of Use, Picknddrop will be entitled to recover from You, and You agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

18. Additional Terms

We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of these Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

19. Link to Third Parties

The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Picknddrop shall not be responsible for examining or evaluating such third party websites, and Picknddrop does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Picknddrop does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such third-party websites, You should review the applicable terms of use and policies for such third party websites. If You decide to access any such linked third party website, You do so at Your own risk.

20. Term and Termination

·         a. These Terms of Use will continue to apply until terminated by either You or Picknddrop as set forth below. If You object to these Terms of Use or are dissatisfied with the Platform, Picknddrop Services, Your only recourse, subject to the clearance of all payment obligations either to Picknddrop or the Delivery Partner, is to terminate Your Account on the Platform by giving a 15 days’ advance written notice to Us. Picknddrop will make Your account dormant upon receipt of request in writing and payment of outstanding dues, if any. Even after your account with Picknddrop is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per these Terms of Use.

·         b. The Company may terminate Your future access to the Platform or suspend or terminate Your Account and Picknddrop Services if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.

·         c. You hereby agree and acknowledge, upon termination, Picknddrop shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

·         d. You hereby further agree and acknowledge that nothing contained in this Clause 20 shall be construed as a waiver of Picknddrop’s and/or Delivery Partner’s right to payment of the outstanding dues. You hereby further agree and acknowledge that on or before termination, You shall ensure that all the monies due to be paid to Picknddrop and/or Delivery Partner are paid in a timely manner.

You hereby further agree and acknowledge that in case of non-payment of dues within the prescribed timelines: (i) Picknddrop shall not in any manner be liable to Delivery Partner for payment of such due; and (ii) Picknddrop may: (a) adjust the amount due from the amount payable by Picknddrop to You; and (b) at its sole discretion take appropriate legal action against You to recover the same and/or on receiving a request, facilitate Delivery Partner for such recovery.

21. Governing Law

These Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, forum, applicable authorities at Bangalore.

22. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@duzo.in In case You have any queries with respect to the Terms of Use or the Picknddrop Services, please write to Us at support@Picknddrop.in.

23. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Picknddrop, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Picknddrop Service.

24. General

·         a. Amendments: Picknddrop reserves the unconditional right to modify or amend these Terms of Use without any requirement to notify You of the same. You can determine when these Terms of Use were last modified by referring to the “Last Updated” legend above. It shall be Your responsibility to check this Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.

·         b. Notice: All notices from Picknddrop will be served by email to Your registered email address or by general notification on the Platform.

·         c. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Picknddrop’s rights under the Terms of Use are freely transferable by Picknddrop to any third party without the requirement of informing You or seeking Your consent.

·         d. Force Majeure: Any delay in or failure to perform any obligations by either party under these Terms of Use shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of such party committing default, including and limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, labour strikes, sabotage, rebellion, insurrection, epidemic, pandemics or similar outbreak (“Force Majeure”). Provided, however, You shall give prompt written notice within a period of 7 (seven) days from the date of the force majeure occurrence to Picknddrop. You shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. In the event the Force Majeure event continues for a period of 7 (seven) days from the date on which Picknddrop receives the notice from You as above, Picknddrop shall have the right to terminate these Terms of Use.

·         e. No Agency: Merchant shall not be deemed to be Picknddrop’s agent, servant, or employee in any manner for any purpose whatsoever.

·         f. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.

·         g. Waiver: Any failure by Picknddrop to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Picknddrop of that provision or right.

·         h. Equitable Remedies: Merchant acknowledge and agrees that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of these Terms of Use, and Merchant agrees that in the event of a breach of any provisions of these Terms of Use by the Merchant, Picknddrop’s rights and obligations hereunder, in addition to any and all other rights and remedies that may be available to Picknddrop in respect of such breach, shall be enforceable by specific performance, injunctive remedy or any other remedy available in any court of competent jurisdiction.

·         i. Integration: These Terms of Use together with Picknddrop’s Privacy Policy and any other legal notices, communications published by Picknddrop on its Platform, and any other agreements executed between You and Picknddrop shall constitute the entire agreement between you and Picknddrop concerning its Platform, Picknddrop Services and governs Your use of the Platform and Picknddrop Service, superseding any prior agreements between You and Picknddrop with respect to the Platform and Picknddrop Service.

·         j. IP Infringement: If You believe the Platform violates Your intellectual property, You must promptly notify Picknddrop in writing at legalnotices@Picknddrop.in These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:

o    (i) the intellectual property that You believe is being infringed;

o    (ii) the item that You think is infringing and include sufficient information about where the material is located on the Platform;

o    (iii) a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;

o    (iv) Your contact details, such as Your address, telephone number, and/or email;

o    (v) a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and

o    (vi) Your physical or electronic signature.