User Terms Thank you for visiting our website, www.DoDoo.in ("Website") or downloading our mobile application ("App"). While the DoDoo boys finish your personal tasks, please spare the time to read the following terms and conditions. You can learn about our services from the Website and use our services through the mobile application or App (the Website and the App referred to herein as "Platforms"). For the purposes of these Terms of Use, the term 'DoDoo' or 'Us' or 'We' refers to DoDoo 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. 1. Acceptance of Terms 1.1 These Terms of Use sets forth legally binding terms for Your use of our Platforms and services. By using the Platforms, You agree to be bound by these Terms of Use, whether You are a “Visitor” (which means that you simply browse our Platforms) or you are a “Subscriber” (which means you have registered with DoDoo as a user). If You do not accept these terms, You should leave the Website and/or App and discontinue the use of the service immediately. 1.2 We may modify these Terms of Use from time to time, and such modification shall be effective upon its posting on our Platforms. You agree to be bound by any modification to these terms when You use the Platforms after any such modification is posted; it is therefore important that You review these Terms regularly. 2. General Registration Requirements 2.1 In consideration of your use of our Platforms, you represent that You are of legal age to form a binding contract and are not a person barred from receiving services under any law in force in India or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself while registering on our Platforms to avail the Services; and (b) maintain and promptly update Your registration data to keep it true, accurate, current and complete. 2.2 If You provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We reserve the right to suspend or terminate Your account and refuse any and all current or future use of our Platforms (or any portion thereof) at any time. 2.3 There is limited content available on our Platforms. All of such content is provided to you “AS IS” for Your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of DoDoo. DoDoo reserves all rights not expressly granted in and to the Website/App and the Content. 2.4 You may access our Platforms as available for Your information and personal use. 2.5 You will be required to enter a valid phone number while registering on our Platforms as a subscriber. By registering Your phone number with us, you consent to be contacted by us via phone calls, SMS notifications or instant messages, in case of any subscription/service updates. If we do so, each communication we send You will contain instructions permitting you to "opt-out" of receiving future communications. In addition, if at any time You wish not to receive any future communications or You wish to have Your name deleted from our mailing lists, please contact us as indicated below. If You are registered with the DND National registry, You may not receive any promotional messages from Us. 3. Subscriber Account and Security If You register with DoDoo, you may be required to complete a verification process as part of setting up Your account. Once set up, You are responsible for maintaining the confidentiality of Your account information, and are fully responsible for all activities that occur through Your account. Should there be instances of any unauthorized use of Your account or any other breach of security, please notify Us to stop processing requests from Your account, until further instructions. 4. Services and Payment 4.1 DoDoo’s services constitute a technology platform that connects You to a third party DoDoo partner/ Merchant to schedule and complete your everyday requirements and errands ("Services"). DoDoo does not run your tasks or errands by itself nor does it actively supervise the completion of Your tasks. 4.2 When You use the services of a service provider/ DoDoo partner/ merchant, You will incur a charge. DoDoo will facilitate your payment for the services and the service provider/partner/ merchant fee through integrated payment platforms. To the extent that DoDoo receives charges on behalf of the service provider/partner/ merchant, it acts as an agent of the service provider/partner/ merchant and all payments made by You for services rendered are deemed to be payments made to the service provider/partner/ merchant. Payments are inclusive of taxes. 5. User Information 5.1 Our Services depends on the information You provide to us. You are solely responsible for and in control of the Information You provide to us. 5.2 If You use the Website or the App, You agree that information about Your use of the DoDoo Platforms through Your mobile telecommunication device may be communicated to us, and we may obtain information about Your mobile carrier, Your mobile device, or Your physical location. In addition, use of our Platforms through a mobile telecommunication device may cause data to be displayed on and through Your mobile device. By accessing our Platforms using a mobile telecommunication device, You represent that to the extent You import any of Your DoDoo data to Your mobile telecommunication device that You have authority to share the transferred data with Your mobile carrier or other access provider. In the event You change or deactivate Your mobile account, You must promptly update Your DoDoo account information to ensure that Your messages are not sent to the person that acquires Your old number and failure to do so is Your responsibility. You acknowledge that You are responsible for all charges and necessary permissions related to accessing our Platforms through Your mobile access provider. Therefore, You should check with Your provider to find out if our Platforms are available for Your specific mobile devices. 5.3 DoDoo reserves the right to collect user data including name, contact information and other details to facilitate the Services or use of its Platform to avail Services. All information collected from You are on a bonafide basis. Misuse and misrepresentation of identity or contact details will lead to automated termination of services or the use of the platform without the obligation of a prior notice to You. 5.4 Compilation of user accounts and user accounts bearing contact number and e-mail addresses are owned by DoDoo. 5.5 In the case where the system is unable to establish unique identity of the user against a valid mobile number or e-mail address, the account shall be indefinitely suspended. DoDoo 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. 5.6 We may disclose to third parties certain data related to You, without providing Your personal details such as name, residential and e-mail address, mobile number, unless: (1) You expressly permit us to do so, or any other person You may specifically designate to disclose such information or (2) We are required to disclose such information by any applicable law or legal process. 6. Prohibited Conduct 6.1 You agree not to use the Platforms inappropriately, or otherwise transmit information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content" means the transmission of information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials generated by a user) that: is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual harasses or advocates harassment of another person exploits people in a sexual or violent manner contains nudity, violence, pornography, sexually explicit material or offensive subject matter provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous violates any intellectual property or other proprietary right of any third party, including Content that promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming” contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses solicits passwords or personal identifying information from other Subscribers involves commercial activities and/or sales without DoDoo’s prior written consent, such as contests, sweepstakes, barter, advertising, and/or pyramid schemes includes a photograph of another person that you have posted without that person’s consent or otherwise constitutes an invasion of an individual’s privacy or infringement of publicity rights denigrates, ridicules, or demeans another person; or contains a virus or other harmful component. 6.2 You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses our Platforms. 7. Termination or Suspension of Account or Services You agree that DoDoo may at any time and for any reason, terminate your access to our Platforms, or restrict or suspend your access to all or any part of the Website or the App at any time, for any or no reason, with or without prior notice, and without liability. We may also terminate the rendering of any service without prior notice or liability. 8. Preservation/Disclosure You acknowledge, consent and agree that DoDoo may access, preserve and disclose Your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: 8.1 comply with legal process nationally or internationally 8.2 enforce these Terms 8.3 respond to your requests for service or complete your tasks 8.4 protect the rights, property or personal safety of DoDoo, its subscribers and the public, or 8.5 pursuant to the terms of the Privacy Policy. 9. Security Components You understand that our Platforms and software embodied within the Platforms may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by DoDoo and/or content providers who provide content to DoDoo. You may not attempt to override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded in our Platforms. 10. Proprietary Rights All materials on our Platforms, 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 DoDoo. You acknowledge and agree that all content on our Platforms is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platforms, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without DoDoo’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 Platforms or any part of the Material for any purpose other than its intended purposes is strictly prohibited. 11. DoDoo and Links to Third Parties Our Platforms may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of their Websites. DoDoo does not assume any responsibility or liability for the actions, product, and content of any such Third Party websites. Before You use any 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. We may introduce you to independent third parties to complete your tasks. Where we refer independent third party service providers, You shall pay the fees directly to the service provider. DoDoo’s disclaims all responsibility and liability as regards the services, conduct or actions of such third party. 12. General Terms and Conditions 12.1 You agree and accept that the use of the Services provided by DoDoo is at Your sole risk and further acknowledge that the Company disclaims all representations and warranties of any kind, whether express or implied. 12.2 You shall ensure that You will not indulge in any of the following activities while using the service asking the service provider to break any Police and/or government rules for any purpose (especially getting the service faster). The service provider has the right to refuse such a request by You. 12.3 You agree and acknowledge that the use of the Services offered by DoDoo is at Your sole risk and that DoDoo 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. 12.4 Without prejudice to the above, DoDoo makes no representation or warranty that the Services will meet the customer’s requirements. In all circumstances DoDoo’s liability is limited to the service fee paid by You for the transaction in question. 12.5 DoDoo will not be liable for any damages of any kind arising from the use of the Service offered by the Company, including, but not limited to direct, indirect, incidental, punitive, and consequential damages. 12.6 DoDoo shall be entitled at any time without giving any reason to terminate the request for services from You. 12.7 If You have any complaint in respect of the Services, You must inform DoDoo of the same in writing within 24 hours of using the Services of DoDoo. 12.8 DoDoo shall not be liable for any conduct or behaviour or actions of third party service providers. However, DoDoo encourages you to notify it of any complaints that you may have against the service provider that you may have hired using DoDoo's services. 12.9 boys will only run Your errands as per your instructions. In the interest of user privacy, boys do not check any bags or packages for any contents. You are solely responsible for the contents of the packages. 12.10 Scheduling and rescheduling a task depends on the availability of DoDoo boys at the time of scheduling and at the time of running the task. Should you choose to reschedule a task at a later point in time it will be considered as a new task. 12.11 If a partner/ service provider /merchant cannot fulfil any of your tasks, you will be notified as soon as is reasonably possible. 12.12 Under no circumstances can we run any tasks which are immoral or unlawful in nature. DoDoo reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unlawful/banned. DoDoo may also refuse to perform any task on the grounds that such task is prohibited under any contract to which we are party. 12.13 To help the service provider to serve you better, please provide as much information as possible regarding the task. 12.14 The Company is hereby authorized to use the location based information provided by any of the telecommunication companies when You use the mobile phone to request a service. The location based information will be used only to facilitate and improve service offerings to You. 12.15 In the event your task requires the purchase or sale of any product or service, such product or service is provided to you from a third party merchant. Any grievance with such product or service should be raised with such merchant. You understand and acknowledge that except for the Services, DoDoo by itself does not sell or provide any such product or service. DoDoo is not responsible for the quality, merchantability or fitness of such product or service. 13. Compliance with Applicable Law 13.1 You agree that You shall not use any DoDoo Platform in order to host, display, upload, modify, publish, transmit, update, distribute, share, store or destroy material, including without limitation, DoDoo Content: (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property or proprietary rights of others or violate the privacy, publicity or other personal rights of others, (c) that belongs to another person and to which the user does not have any right to, (d) that is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, threatening, abusive or hateful or racially, ethnically objectionable, disparaging, relating encouraging money laundering or gambling or otherwise unlawful in any manner whatsoever, (e) harm minors in any way, (f) deceives or misleads the addressee about the origin of such message or communicates any information which is grossly offensive or menacing in nature, (g) impersonate another person or entity, (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of DoDoo’s computer systems or site or DoDoo’s users, customer’s computer systems or site, (i) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states or of public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or insulting any other nation. 14. Intellectual Property Rights 14.1 The Services provided by DoDoo is premised on a proprietary software developed and made available exclusively by DoDoo. DoDoo is the sole owner of the App, Website and all software created to provide You with the Services. DoDoo provides You with a single limited license to download, use and access the App/Website on Your mobile telephone devices for the limited purpose of using the Services. The license is specifically personal, non-transferable, and non-exclusive. All content on the App or the Website, which is including, but not limited to, designs, text, graphics, images, video, information, logos, button icons, software, audio files and any other content ("Content") are the exclusive and sole property of DoDoo. You may not copy, reproduce or use such Content without due attribution of ownership to DoDoo. All icons and logos are trademarks of and proprietary to DoDoo. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. 14.2 All Content is the exclusive copyright of DoDoo or its licensors, except the Third Party Content and link to third party website. Systematic retrieval of DoDoo Content to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from DoDoo is prohibited. In addition, use of the Content for any purpose not expressly permitted by DoDoo in these Terms is prohibited and may invite legal action. 15. Acceptance of Terms 15.1 These Terms shall remain in full force and effect for so long as it is posted on any of our Platforms. You may terminate your use of the services at any time. 15.2 DoDoo reserves the right to terminate Your account or Your access to the Platforms immediately, with or without notice to You, and without liability to You, if DoDoo believes that You have breached any of these Terms, furnished DoDoo with false or misleading information, or interfered with use of the Platform by others. 16. Disclaimer of Warranties and liability 16.1 All the material and products on our Platforms, (including but not limited to software) and services, included on or otherwise made available to you through our Platforms are provided on "AS IS" and "AS AVAILABLE" basis, without any representation or warranties, express or implied, except otherwise specified in writing. Without prejudice to the forgoing paragraph, DoDoo does not warrant that the Website or App and services provided pursuant thereto will be constantly available, or available at all. 16.2 DoDoo will not be liable to you in any way or in relation to the Contents of, or use of, or otherwise in connection with its Platforms. DoDoo does not warrant that the Website; information, Content, materials, product (including software) or services included on or otherwise made available to you through its Platforms; their servers; or electronic communication sent from us are free of viruses or other harmful components. 16.3 SUBJECT TO APPLICABLE LAWS, IN NO EVENT WILL DoDoo OR ITS EMPLOYEES OR ITS AGENTS AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE PAYMENTS ACTUALLY RECEIVED AND RETAINED BY DoDoo FROM YOU AS SERVICE FEES FOR THE SERVICES RENDERED FOR ANY AND ALL CAUSES OF ACTION BROUGHT BY YOU OR YOUR AGENTS. 17. Cancellations and Refunds 17.1 We will proceed with the execution of Your task upon confirmation from You. Should You thereafter wish to cancel the task, You may incur a service fee if we have already commenced work. 17.2 If a third party vendor has been engaged or We have incurred a cost with a third party vendor, You cannot cancel the task. You will in such circumstances be subject to the cancellation and refund policies of such third party vendor. 17.3 Whilst we surely hope not, but We may need to cancel Your order in any of the circumstances below: (a) in the event of the designated address following outside the delivery zone offered by us; (b) if in our discretion the task involves the supply of goods/services that may violate applicable laws, standards and/or regulations or may offend taste and decency in the relevant jurisdiction. (c) Inability to proceed/complete the task due to lack of information, direction or authorization from You; (d) inability to complete the task due to reasons beyond Our control. 17.4 Refunds may be provided only when the task has been pre-paid. In any one of the following circumstances we may provide a refund: (a) Your order packaging has been tampered or damaged at the time of delivery; (b) Us cancelling Your order due to the area of delivery being outside the jurisdiction of the services offered by us or by third party vendors; (c) You cancelling the order at the time of confirmation due to unavailability of the items you ordered for at the time of booking. 17.5 Our decision on refunds shall be at our sole discretion and shall be final and binding. All refund shall be processed and credited to your account in accordance with the terms that may be stipulated by the partner payment merchant and/or associated bank. 18. Exclusions and Limitations Those who access or use our Platforms from other jurisdictions do so at their own volition and are responsible for compliance with the local law. 19. Indemnity You agree to defend, indemnify and hold harmless DoDoo, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees and costs) arising from: (a) Your use of and access to our Platforms in a manner except as permitted herein; (b) Your violation of any of these Terms or any applicable law; (c) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or This indemnification obligation will survive the termination of Your account or use of services and the App. 20. 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 our Platforms. These additional terms are part of these Terms, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms. 21. Modification and Discontinuation We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Service or any of our Platforms (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of our Platforms. You may discontinue using the services at any time. You may also delete your account by writing to us at support@DoDoo.in. Deletion of your account will be effective once all outstanding credits to your account have been cleared. Please note, upon deletion of your account we may still retain some information and record of transactions as required by any law, contract or policy applicable to Us. 22. Assignment These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by DoDoo without restriction. 23. Integration Clause These Terms together with the Privacy Policy and any other legal notices published by DoDoo on its Platforms, shall constitute the entire agreement between you and DoDoo concerning its Platforms and governs Your use of our Platforms and Service, superseding any prior agreements between You and DoDoo with respect to our Platforms and Service. 24. Waiver and Severability of Terms The failure of DoDoo to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. 25. Governing Law and Venue These Terms are governed by the laws of India. Any matters arising under these terms shall be subject to the exclusive jurisdiction of courts located in Bangalore. 26. Grievance Officer In case of any grievance arising from the use of the Website or the App, please write to the Grievance Officer at admmin.dodoo@gmail.com 27. DoDoo CASH: Terms and Conditions (a) This document is an electronic record in terms of Information Technology Act, 2000 that requires publishing the rules and regulations, privacy policy and Terms of Use for access or usage of DoDoo marketplace platform (hereinafter referred to as "DoDoo"). (b) Your use of the DoDoo and services and tools are governed by "Terms of Use" as applicable to DoDoo including the applicable policies which are incorporated herein by way of reference. By mere use of the DoDoo app , You shall be contracting with DoDoo Digital Private Limited and these terms and conditions including the policies constitute Your binding obligations, with DoDoo. (c) In these Terms, references to "You", "User", "Your" shall mean the end user/shopper/customer accessing DoDoo. The term "DoDoo", "We", "Us", "Our" shall mean DoDoo Digital Private Limited and its affiliates. Customer is authorized to provide transportation and logistics services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the DoDoo Services to enhance its independent transportation and/or logistics business, as is applicable. Customer acknowledges and agrees that DoDoo is a technology services provider that does not provide transportation or logistics or delivery services, function as a transportation/logistics carrier, nor operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers. In order to use the DoDoo Services, Customer must agree to the terms and conditions that are set-forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and DoDoo shall be bound by the terms and conditions set-forth herein. 2.6. Ratings. 2.6.1. Customer acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by DoDoo’s mobile application to provide a rating of such Transportation and/or Logistics Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Customer shall instruct all Drivers to provide ratings and feedback in good faith. 2.6.2. Customer acknowledges that DoDoo desires that Users have access to high-­‐quality services via DoDoo’s mobile application. In order to continue to receive access to the Driver App and the DoDoo Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by DoDoo for the Territory, as may be updated from time to time by DoDoo in its sole discretion (“Minimum Average Rating”). In the event a Driver’s average rating falls below the Minimum Average Rating, DoDoo will notify Customer and may provide the Driver in DoDoo’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), DoDoo reserves the right to deactivate such Driver’s access to the Driver App and the DoDoo Services. Additionally, Customer acknowledges and agrees that repeated failure by a Driver to accept User requests for Transportation and/or Logistics Services while such Driver is logged in to the Driver App creates a negative experience for Users of DoDoo’s mobile application. Accordingly, Customer agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation Services for a period of time, such Driver will log off of the Driver App. 2.6.3. DoDoo and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of DoDoo and its Affiliates without attribution to or approval of Customer or the applicable Driver. Customer acknowledges that DoDoo and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that DoDoo 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 DoDoo’s or its Affiliates’ content policies. 4.1. Fare Calculation and Customer Payment. Customer is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the DoDoo Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by DoDoo using location-­‐based services enabled through the Device) and/or time amounts, for the applicable Territory (“Fare Calculation”). Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation and/or Logistics Services, if applicable. Customer: (i) appoints DoDoo as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the DoDoo Services; and (ii) agrees that payment made by User to DoDoo shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and DoDoo, the Fare is a recommended amount, and the primary purpose of the pre-­‐arranged Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a fare that is less than the pre-­‐arranged Fare; or (ii) negotiate, at Customer’s request, a Fare that is lower than the pre-­‐arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). DoDoo shall consider all such requests from Customer in good faith. DoDoo agrees to remit to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may be deducted from the Fare prior to remittance to Customer (e.g., App On-boarding Fee(s) etc.), the order of those deductions from the Fare to be determined exclusively by DoDoo. Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing two-wheeler taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; and (y) in some jurisdictions, Users may pay such Customer or Driver directly rather than through DoDoo's mobile application (DoDoo will notify Customer if (y) is applicable in its Territory). 4.2. Changes to Fare Calculation. DoDoo reserves the right to change the Fare Calculation at any time in DoDoo’s discretion based upon local market factors, and DoDoo will provide notice to Customer in the event of such change that would result in a change in the recommended Fare. Continued use of the DoDoo Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change. 4.3. Fare Adjustment. DoDoo reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the DoDoo Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). DoDoo’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner. 4.4. Service Fee. In consideration of DoDoo’s provision of the DoDoo Services, the Customer may pay DoDoo a service fee on a per Transportation and/or Logistics Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by DoDoo from time to time for the applicable Territory (“Service Fee”). Unless regulations applicable to Customer’s Territory require otherwise, taxes will be calculated and charged on the Fare, and DoDoo shall calculate the Service Fee based on the Fare inclusive of such taxes. DoDoo reserves the right to change the Service Fee at any time in DoDoo’s discretion based upon local market factors, and DoDoo will provide notice to Customer in the event of such change. Continued use of the DoDoo Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay DoDoo a booking fee in consideration of DoDoo’s provision of the Driver App and the DoDoo Services. 4.6. Receipts. As part of the DoDoo Services, DoDoo provides Customer a system for the delivery of receipts to Users for Transportation and/or Logistics Services rendered on the DoDoo Platform. Upon the completion of Transportation and/or Logistics Services for a User by a Driver, DoDoo prepares an applicable receipt and issues such receipt to the User via email on behalf of the Customer and applicable Driver. Such receipts are also provided via email or the online portal available to the Customer on the DoDoo Services. Receipts include the breakdown of amounts charged to the User for Transportation and/or Logistics Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information, as well as a map of the route taken by the Driver. Customer shall inform Drivers that any corrections to a User’s receipt for Transportation and/or Logistics Services must be submitted to DoDoo in writing within three (3) business days after the completion of such Transportation and/or Logistics Services. Absent such a notice, DoDoo shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare. 4.7. Platform Advertisement; Marketing. Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, DoDoo and/or its Affiliates may seek to attract new Users to DoDoo and to increase existing Users’ use of DoDoo’s mobile application. 4.8. Taxes. Customer acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation Services as required by applicable law; and (b) provide DoDoo with all relevant tax information. Customer further acknowledges and agrees that Customer and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation and or Logistics Services. Notwithstanding anything to the contrary in this Agreement, DoDoo may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Customer’s and/or any Driver’s provision of Transportation and/or Logistics Services and/or provide any of the relevant tax information Customer and/or any Driver has provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on Customer’s and/or the applicable Driver’s behalf or otherwise. 5. Proprietary Rights; License 5.1. License Grant. Subject to the terms and conditions of this Agreement, DoDoo hereby grants Customer a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license, during the term of this Agreement, to use (and allows its Drivers to use) the Driver App in connection with the provision by DoDoo of the DoDoo Services solely for the purpose of providing Transportation and/or Logistics Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by DoDoo, its Affiliates and their respective licensors. 5.2. Restrictions. Customer shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the DoDoo Services, Driver App or any DoDoo Device in any way; (b) modify or make derivative works based upon the DoDoo Services or Driver App; (c) improperly use the DoDoo Services or Driver App, including creating Internet “links” to any part of the DoDoo Services or Driver App, “framing” or “mirroring” any part of the DoDoo Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the DoDoo Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the DoDoo Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the DoDoo Services or Driver App 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 DoDoo 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 DoDoo Services; or (iv) attempt to gain unauthorized access to the DoDoo Services or its related systems or networks. 5.3. Ownership. The DoDoo Services, Driver App and DoDoo Data, including all intellectual property rights therein, and the DoDoo Devices are and shall remain the property of DoDoo, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the DoDoo Services, Driver App or DoDoo Data conveys or grants to Customer any rights: (a) in or related to the DoDoo Services, Driver App or DoDoo Data, except for the limited license granted above; or (b) to use or reference in any manner DoDoo’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Customer acknowledges DoDoo’s rights in its DoDoo family of trademarks and names, including DoDoo, alone and in combination with other letters, punctuation, words, symbols and/or designs, the DoDoo Logo and/or the DoDoo Pillion (“DoDoo Marks and Names”). Customer agrees it will not, and it will ensure that its Drivers do not, try to register or otherwise claim ownership in any of the DoDoo Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name. 6. Confidentiality 7. Privacy. Subject to all applicable laws, DoDoo may provide to a third party any information (including personal data and any DoDoo Data) about Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in DoDoo’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in DoDoo’s or any Affiliate’s sole discretion, to(1) protect the safety, rights, property or security of DoDoo, the DoDoo Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which DoDoo or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in DoDoo’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the DoDoo Services. Customer understands that DoDoo may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. DoDoo processes personal data (including that referenced in Section 2.8 above) in accordance with its privacy policy located at www.DoDoo.in. 8.2 Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required byall applicable laws in the Territory. 8.3. Customer agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance. 8.4. Customer shall add DoDoo (or any Affiliate which may be designated by DoDoo from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon DoDoo’s request, provide DoDoo with a copy of such insurance certificate(s) within seven (7) days of such request. 9. Representations and Warranties; Disclaimers 9.1. By Customer. Customer hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement 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 will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide(i) Transportation and/or Logistics Services using the Drivers and Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally; and (e) it shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws. 9.2. Disclaimer of Warranties. DoDoo provides, and Customer accepts, the DoDoo Services, Driver App and the DoDoo Devices on an "as is" and "as available" basis. DoDoo does not represent, warrant or guarantee that Customer’s or any Driver’s access to or use of the DoDoo Services, Driver App or the DoDoo Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. DoDoo functions as an on-­‐demand lead generation and related service only and makes no representations, warranties or guarantees as tothe actions or inactions of the Users who may request or receive Transportation/Logistics Services from Customer or any Driver hereunder, and DoDoo need not screen or otherwise evaluate Users. By using the DoDoo Services and Driver App, Customer acknowledges and agrees that Customer or a Driver may be introduced to a third party (including Users) that may pose harm or risk to Customer, a Driver or other third parties. Customer and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the DoDoo Services or Driver App. Notwithstanding DoDoo’s appointment as the limited payment collection agent of Customer for the purpose of accepting payment from Users on behalf of Customer as set forth in Section 4 above, DoDoo expressly disclaims all liability for any act or omission of Customer, any Driver, any User or other third party. 9.3. No Service Guarantee. DoDoo does not guarantee the availability or uptime of the DoDoo Services or Driver App. Customer acknowledges and agrees that the DoDoo Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the DoDoo Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and DoDoo is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems. 10. Indemnification 10.1. Customer shall indemnify, defend (at DoDoo’s option) and hold harmless DoDoo and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation and/or Logistics Services or use of the DoDoo Services. 10.2. As between Customer and DoDoo, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at DoDoo’s option) and hold harmless DoDoo and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation and/or Logistics Services or use of the DoDoo Services. 11. Limits of Liability. DoDoo and its Affiliates shall not be liable under or related to this Agreement 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) Customer’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for DoDoo’s obligations to pay amounts due to Customer pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of DoDoo or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to DoDoo hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against DoDoo and/or its Affiliates should be notified to DoDoo and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law. 12. Term and Termination 12.1. Term. This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein. 12.2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, DoDoo may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driver in the event Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of DoDoo, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement. 12.3. Effect of Termination. Upon termination of the Agreement, Customer and all Drivers, as applicable, shall: (a) promptly return to DoDoo all DoDoo Devices; and (b) immediately delete and fully remove the Driver App from any applicable Driver-­‐Provided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15shall survive the termination of this Agreement. 13. Relationship of the Parties 13.1. Except as otherwise expressly provided herein with respect to DoDoo acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law perspective), between DoDoo and Customer or DoDoo and any Driver; and (b) no joint venture, partnership, or agency relationship exists between DoDoo and Customer or DoDoo and any Driver. 13.2. Customer has no authority to bind DoDoo and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorized representative of DoDoo or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Driver may be deemed an employee, agent or representative of DoDoo, Customer undertakes and agrees to indemnify, defend (at DoDoo’s option) and hold DoDoo 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. 13.3. Customer expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Customer intends to perform Transportation Services in a non-­‐incidental manner and, as such, DoDoo will consider Customer and its Drivers to be taxable persons in accordance with all applicable VAT and indirect tax legislation. 14. Miscellaneous Terms 14.1. Modification. DoDoo reserves the right to modify the terms and conditions of this Agreement or the Driver Addendum at any time, effective upon publishing an updated version of this Agreement or the Driver Addendum, as applicable, on the online portal available to Customer on the DoDoo Services. DoDoo reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the DoDoo Services, or downloading, installing or using the Driver App, Customer is bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the DoDoo Services or Driver App after any such changes shall constitute Customer’s consent to such changes. 14.2. Supplemental Terms. Supplemental terms may apply to Customer’s and Driver’s use of the DoDoo Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified from time to time (“Supplemental Terms”). Customer may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict. 14.3. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement. 14.4. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. DoDoo may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent. 14.5. Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement. 14.6. No Third-Party Beneficiaries. Except as otherwise set forth in Section 2.5 above, Customer acknowledges that there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. 14.7. Notices. Any notice delivered by DoDoo to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the online portal available to the Customer on the DoDoo Services. Any notice delivered by Customer to DoDoo under this Agreement will be delivered by contacting DoDoo on legal@DoDoo.in and/or its support representatives. Additional Territory-­‐specific notices may be required from time to time. 14.8 Governing Law; Arbitration. This Agreement 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 Agreement (“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, jointly appointed by the Parties. If the Parties are unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed pursuant to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Bengaluru, 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. By clicking “I accept” on the DoDoo App or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with DoDoo. DRIVER ADDENDUM TO SERVICES AGREEMENT 5. Privacy. Subject to all applicable laws, DoDoo may provide to a third party any information (including personal data and any DoDoo Data) about Driver provided under the Agreement
if: (a) there is a complaint, dispute or conflict, including an accident, between Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in DoDoo’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in DoDoo’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of DoDoo, the DoDoo Services or any third party; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity which DoDoo or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in DoDoo’s or any Affiliate’s sole discretion, for insurance or other purposes related to Driver’s ability to qualify, or remain qualified, to use the DoDoo Services. Driver understands that DoDoo may retain Driver’s personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. DoDoo processes personal data (including that referenced in Section 2.6 above) in accordance with its privacy policy located at http://www.DoDoo.in/. 6. Insurance. Driver represents and agrees that he or she holds or is otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts) with respect to Driver’s operation of the Vehicle(s) under this Addendum. 7. No Third-Party Beneficiary. The parties acknowledge that DoDoo is a third-party beneficiary to this Addendum. DoDoo will have the irrevocable right (and will be deemed to have accepted the right unless this is rejected promptly after receipt of a copy of the executed Addendum) to enforce the Addendum against Transportation/Logistics Company and Driver as a third-party beneficiary thereof. By clicking “I accept” on the DoDoo App or signing below (as such may be required by applicable law), Driver expressly acknowledges that he or she: (i) has read and understood this Addendum; (ii) has had the opportunity to consult with others (including an attorney) regarding this Addendum; (iii) agrees to be bound by the terms and conditions of this Addendum; and (iv) is legally competent to enter into this Addendum. 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 DoDoo Digital Private Limited (“DoDoo”) will include, (i) these PND Terms, (ii) Terms of Use (https://DoDoo.in/terms.html), and the (iii) the Privacy Policy (https://DoDoo.in/privacy.html), for access or usage of www.DoDoo.in (“Website”) and the DoDoo mobile application (“DoDoo 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, DoDoo enables a registered user of the DoDoo App to connect with independent service providers (“DoDoo 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-up/Drop-off Task(s)”). 2. You understand and agree that the pick-up and drop service is provided to you by the DoDoo Partner directly. DoDoo merely acts as a technology platform to facilitate such tasks raised by you, and DoDoo does not assume any responsibility or liability for any deficiency in the service on part of the DoDoo Partner. 3. You agree that if the DoDoo Partner picks up certain item(s) from a Pick-Up Location on Your behalf, the DoDoo Partner does so on your sole instructions under the task raised by you. DoDoo 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 DoDoo App. You agree that your location data is collected in accordance with DoDoo’s Privacy Policy. 5. You agree that you shall not request for a Pick-up/Drop-off Task on the DoDoo 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 DoDoo Platform, you are well aware of these contents of the package sent or requested by you through registered DoDoo boys, 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, jewelry, 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 DoDoo 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 DoDoo Partner may report such information to the law enforcement authorities. Merchant Terms Merchant (Pharmacy) Partner Terms of use The DoDoo 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 DoDoo Digital Private Limited (“DoDoo” or “us”) or its affiliates, from time-to-time, and referred to as the “DoDoo App”. Upon signing by both parties, the Letter and the DoDoo Merchant Terms of Use binding and enforceable legal contract between you and DoDoo 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 DoDoo App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum. 5. Availability of Item(s) 5.a. Item(s). DoDoo 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 DoDoo 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 DoDoo App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), DoDoo is under no obligation to make such Substandard Items available for sale via the DoDoo App. 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing DoDoo 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, DoDoo 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, DoDoo 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: (i). User/Buyer complaints received by DoDoo which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by DoDoo, through calls placed with DoDoo or through any other means; (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; (iii). Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner; (iv). Breach of the representations and warranties of the Merchant Partner; or (v). Any other material breach of the terms. Notwithstanding anything contained under this Terms, DoDoo 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 DoDoo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. DoDoo may deduct refunds from the payment made to you under these Terms. 5.f. It is clarified that DoDoo shall not be liable to make any payment for a Disputed Order. DoDoo 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, DoDoo 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. DoDoo has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. DoDoo 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 DoDoo App, DoDoo 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. DoDoo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. DoDoo shall not be liable for any failure to match. 6. Promotional Activities 6.a. Marketing. DoDoo will each showcase the availability of the Items via the DoDoo 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 DoDoo, 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 DoDoo in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by DoDoo solely by using the software and tools provided by DoDoo. 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 boys. 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 DoDoo 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 DoDoo 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 DoDoo 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 DoDoo and Delivery boys 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 DoDoo 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 DoDoo or its employees, agents or Delivery boys. 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. DoDoo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, DoDoo 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, DoDoo will use its best endeavors to ensure that the unintentional operational errors do not occur, DoDoo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, DoDoo’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order. 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 Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru 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: DoDoo Reg Office: DNO : 9-119,Vasvi Nagar, Gulzar pet , Ananatapur. 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. Special Terms 1. Reporting DoDoo will give you information regarding the number of Items picked up by Delivery boys 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 DoDoo’s lead generation, demand prediction, payment processing and other related services provided via the DoDoo App under the Terms, DoDoo 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 DoDoo App. 2.b. Goods and services tax (“GST”). Collection by DoDoo 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. DoDoo 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 boys 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 DoDoo 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 DoDoo. 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 boys 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 Details of Registration Registration Number Permanent Account Number Goods & Service Tax Registration 2. Indirect Taxes to be levied on each Item enlisted on the DoDoo App Nature of Tax Percentage Levy Service Tax Value Added Tax Central Goods & Service Tax State Goods & Service Tax Integrated Goods & Service Tax 3. Other Charges to be levied on each Item enlisted on the DoDoo App Nature of Charges Percentage / Amount Packaging Charges OTHER DETAILS Name of Merchant Partner Effective Date Registered Address of the Merchant Partner Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number Merchant Partner contact person Service Fee % of the Item Value. Mode of Payment Settlement Bank Account details of the Merchant Partner Merchant (Grocery) Partner Terms of use The DoDoo 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 DoDoo Digital Private Limited (“DoDoo” or “us”) or its affiliates, from time-to-time, and referred to as the “DoDoo App”. Upon signing by both parties, the Letter and the DoDoo Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and DoDoo 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 DoDoo 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 DoDoo App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “DoDoo App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the DoDoo App. 4. Delivery The “DoDoo Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery boys. For the sake of clarity, neither DoDoo nor its affiliates provide any delivery or logistics services, but DoDoo provides a platform for restaurants/outlets like yours to connect with Delivery boys 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 DoDoo’s proprietary technology platform under license from DoDoo or one of its affiliates. DoDoo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, DoDoo and the Delivery boys 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 boys, 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. DoDoo 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). DoDoo 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 DoDoo 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 DoDoo App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), DoDoo is under no obligation to make such Substandard Meals/Items available for sale via the DoDoo App. 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing DoDoo 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, DoDoo 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, DoDoo 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: (i). User/Buyer complaints received by DoDoo which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by DoDoo, through calls placed with DoDoo or through any other means; (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner; (iii). Breach of the representations and warranties of the Restaurant Partner; or (iv). Any other material breach of the terms. Notwithstanding anything contained under this Terms, DoDoo 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 DoDoo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. DoDoo may deduct refunds from the payment made to you under these Terms. 5.f. It is clarified that DoDoo shall not be liable to make any payment for a Disputed Order. DoDoo 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, DoDoo 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. DoDoo has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. DoDoo 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 DoDoo App, DoDoo 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. DoDoo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. DoDoo shall not be liable for any failure to match. 6. Promotional Activities 6.a. Marketing. DoDoo will each showcase the availability of the Meals via the DoDoo 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 DoDoo, 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 DoDoo in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by DoDoo solely by using the software and tools provided by DoDoo. 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 boys. 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 DoDoo 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 DoDoo 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 DoDoo 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 DoDoo and Delivery boys 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 DoDoo 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 DoDoo or its employees, agents or Delivery boys. 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. DoDoo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, DoDoo 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, DoDoo will use its best endeavors to ensure that the unintentional operational errors do not occur, DoDoo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, DoDoo’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 DoDoo’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 DoDoo or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. DoDoo 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 DoDoo prior to such expiry or earlier termination of these Terms, and DoDoo 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 Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru 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: DoDoo Digital Private Limited Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038 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@DoDoo.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 DoDoo (for DoDoo), 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 DoDoo will give you information regarding the number of Meals picked up by Delivery boys 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 DoDoo’s lead generation, demand prediction, payment processing and other related services provided via the DoDoo App under the Terms, DoDoo 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 DoDoo App. 2.b. Goods and services tax (“GST”). Collection by DoDoo 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. DoDoo 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 boys 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 DoDoo 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 DoDoo. 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 boys 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 Details of Registration Registration Number Permanent Account Number Goods & Service Tax Registration 2. Indirect Taxes to be levied on each Item enlisted on the DoDoo App Nature of Tax Percentage Levy Service Tax Value Added Tax Central Goods & Service Tax State Goods & Service Tax Integrated Goods & Service Tax 3. Other Charges to be levied on each Meal enlisted on the DoDoo App Nature of Charges Percentage / Amount Packaging Charges OTHER DETAILS Name of Restaurant Partner Effective Date Registered Address of the Restaurant Partner Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number Restaurant Partner contact person Service Fee % of the Meal Value. Mode of Payment Settlement Bank Account details of the Restaurant Partner Merchant (Restaurant) Partner Terms of Use The DoDoo 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 DoDoo Digital Private Limited (“DoDoo” or “us”) or its affiliates, from time-to-time, and referred to as the “DoDoo App”. Upon signing by both parties, the Letter and the DoDoo Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and DoDoo 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 DoDoo 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 DoDoo App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “DoDoo App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the DoDoo App. 4. Delivery The “DoDoo Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery boys. For the sake of clarity, neither DoDoo nor its affiliates provide any delivery or logistics services, but DoDoo provides a platform for restaurants/outlets like yours to connect with Delivery boys 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 DoDoo’s proprietary technology platform under license from DoDoo or one of its affiliates. DoDoo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, DoDoo and the Delivery boys 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 boys, 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. DoDoo 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.d. Notwithstanding these Terms, DoDoo 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: (i). User/Buyer complaints received by DoDoo which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by DoDoo, through calls placed with DoDoo or through any other means; (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner; (iii). Breach of the representations and warranties of the Restaurant Partner; or (iv). Any other material breach of the terms. Notwithstanding anything contained under this Terms, DoDoo 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 DoDoo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. DoDoo may deduct refunds from the payment made to you under these Terms. 5.f. It is clarified that DoDoo shall not be liable to make any payment for a Disputed Order. DoDoo 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, DoDoo 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. DoDoo has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. DoDoo 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 DoDoo App, DoDoo 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. DoDoo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. DoDoo shall not be liable for any failure to match. 6. Promotional Activities 6.a. Marketing. DoDoo will each showcase the availability of the Meals via the DoDoo 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 DoDoo, 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 DoDoo in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by DoDoo solely by using the software and tools provided by DoDoo. 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 boys. 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 DoDoo 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 DoDoo 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 DoDoo 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 DoDoo and Delivery boys 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 DoDoo 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 DoDoo or its employees, agents or Delivery boys. 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. DoDoo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, DoDoo 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, DoDoo will use its best endeavors to ensure that the unintentional operational errors do not occur, DoDoo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, DoDoo’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 DoDoo’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 DoDoo or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. DoDoo 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 DoDoo prior to such expiry or earlier termination of these Terms, and DoDoo 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 Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru 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: DoDoo Digital Private Limited Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038 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@DoDoo.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. Special Terms 1. Reporting DoDoo will give you information regarding the number of Meals picked up by Delivery boys 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 DoDoo’s lead generation, demand prediction, payment processing and other related services provided via the DoDoo App under the Terms, DoDoo 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 DoDoo App. 2.b. Goods and services tax (“GST”). Collection by DoDoo 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. DoDoo 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 boys 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 DoDoo 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 DoDoo. 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 boys 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 Details of Registration Registration Number Permanent Account Number Goods & Service Tax Registration 2. Indirect Taxes to be levied on each Meal enlisted on the DoDoo App Nature of Tax Percentage Levy Service Tax Value Added Tax Central Goods & Service Tax State Goods & Service Tax Integrated Goods & Service Tax 3. Other Charges to be levied on each Meal enlisted on the DoDoo App Nature of Charges Percentage / Amount Packaging Charges OTHER DETAILS Name of Restaurant Partner Effective Date Registered Address of the Restaurant Partner Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number Restaurant Partner contact person Service Fee % of the Meal Value. Mode of Payment Settlement Bank Account details of the Restaurant Partner Merchant (Pet Store) Partner Terms of Use The DoDoo 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 DoDoo Digital Private Limited (“DoDoo” or “us”) or its affiliates, from time-to-time, and referred to as the “DoDoo App”. Upon signing by both parties, the Letter and the DoDoo Merchant Terms of Use binding and enforceable legal contract between you and DoDoo 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 DoDoo 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 DoDoo App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “DoDoo App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the DoDoo App. 4. Delivery The “DoDoo Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery boys. For the sake of clarity, neither DoDoo nor its affiliates provide any delivery or logistics services, but DoDoo provides a platform for outlets like yours to connect with Delivery boys 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 DoDoo’s proprietary technology platform under license from DoDoo or one of its affiliates. DoDoo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, DoDoo and the Delivery boys 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 boys, 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. DoDoo 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). DoDoo 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 DoDoo 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 DoDoo App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), DoDoo is under no obligation to make such Substandard Items available for sale via the DoDoo App. 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing DoDoo 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, DoDoo 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, DoDoo 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: (i). User/Buyer complaints received by DoDoo which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by DoDoo, through calls placed with DoDoo or through any other means; (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; (iii). Breach of the representations and warranties of the Merchant Partner; or (iv). Any other material breach of the terms. Notwithstanding anything contained under this Terms, DoDoo 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 DoDoo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. DoDoo may deduct refunds from the payment made to you under these Terms. 5.f. It is clarified that DoDoo shall not be liable to make any payment for a Disputed Order. DoDoo 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, DoDoo 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. DoDoo has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. DoDoo 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 DoDoo App, DoDoo 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. DoDoo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. DoDoo shall not be liable for any failure to match. 6. Promotional Activities 6.a. Marketing. DoDoo will each showcase the availability of the Items via the DoDoo 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 DoDoo, 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 DoDoo in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by DoDoo solely by using the software and tools provided by DoDoo. 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 boys. 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 DoDoo 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 DoDoo 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 DoDoo 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 DoDoo and Delivery boys 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 DoDoo 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 DoDoo or its employees, agents or Delivery boys. 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. DoDoo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, DoDoo 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, DoDoo will use its best endeavors to ensure that the unintentional operational errors do not occur, DoDoo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, DoDoo’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 DoDoo’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 DoDoo or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. DoDoo 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 DoDoo prior to such expiry or earlier termination of these Terms, and DoDoo 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 Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru 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: DoDoo Digital Private Limited Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038 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@DoDoo.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 DoDoo (for DoDoo), 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 DoDoo will give you information regarding the number of Items picked up by Delivery boys 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 DoDoo’s lead generation, demand prediction, payment processing and other related services provided via the DoDoo App under the Terms, DoDoo 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 DoDoo App. 2.b. Goods and services tax (“GST”). Collection by DoDoo 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. DoDoo 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 boys 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 DoDoo 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 DoDoo. 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 boys 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 Details of Registration Registration Number Permanent Account Number Goods & Service Tax Registration 2. Indirect Taxes to be levied on each Item enlisted on the DoDoo App Nature of Tax Percentage Levy Service Tax Value Added Tax Central Goods & Service Tax State Goods & Service Tax Integrated Goods & Service Tax 3. Other Charges to be levied on each Item enlisted on the DoDoo App Nature of Charges Percentage / Amount Packaging Charges OTHER DETAILS Name of Merchant Partner Effective Date Registered Address of the Merchant Partner Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number Merchant Partner contact person Service Fee % of the Item Value. Mode of Payment Settlement Bank Account details of the Merchant Partner Merchant Outlet Offer(s) and Sampling: Terms & Conditions 1. As a registered User, You understand that DoDoo 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 DoDoo 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 DoDoo. 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. DoDoo 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. DoDoo 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 DoDoo App. DoDoo 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. DoDoo 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 DoDoo App and use Your best judgment in that behalf. 7. DoDoo does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the DoDoo App. DoDoo accepts no liability for any errors or omissions, whether on behalf of itself or third parties. 8. Consistent with DoDoo’s Privacy Policy, DoDoo may share your information with third parties to manage, expedite and improve the DoDoo 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. DoDoo is not responsible for any non-performance or breach of any contract entered into between Users and Merchants. DoDoo shall not and is not required to mediate or resolve any dispute or disagreement between Users and Merchants. 10. At no time shall DoDoo hold any right, title or interest over the products nor shall DoDoo have any obligations or liabilities in respect of such contract. 11. DoDoo 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. Careers Terms and Conditions Privacy Policy