DUNZO FOR BUSINESS TERMS

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

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

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

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

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

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

PART A- GENERAL TERMS RELATING TO DUNZO SERVICES

1. General:

Dunzo Digital Private Limited, is a company incorporated under the laws of India, with its registered office at `Saideep Srinidhi` No. 2, 1st Floor, NAL Wind Tunnel Road, Murugeshapalya, Bangalore – 560017, Karnataka, India and having CIN: U74900KA2014PTC075256.

2. Registration:

• a. You shall be permitted to access the Platform, avail the Dunzo Services and connect with Delivery Partner on the Platform after completing the onboarding process which shall be an Application Program Interface (“API”) integration with Dunzo or in case where Merchant is not capable to do the API integration, in a manner as may be informed by Dunzo to Merchant from time to time at Dunzo’s sole discretion.
• b. When You register with Dunzo, You will be required to provide information about You and/or Your organisation. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Dunzo of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Dunzo has not independently verified the information provided by You. Dunzo shall in no way be responsible or liable for the accuracy, inaccuracy, obsolescence or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, obsolete or incomplete, or Dunzo has reasonable grounds to suspect that such information is untrue, inaccurate, obsolete or incomplete, Dunzo reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

3. Dunzo Services:

• a. Dunzo provides You with the following services (“Dunzo Services”):
  • (i) It provides You with a license to access the Platform;
  • (ii) The Platform allows You to connect with Delivery Partner to pick up and drop off packages from one location to the other through the Delivery Partner (“Pick Up and Drop Off Services”); and
  • (iii) Facilitates the collection of payments for the transaction/(s) between You and Delivery Partner.
• b. Dunzo may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or transfer any of the Dunzo Services from time to time. Dunzo does not provide any guarantee to You that the Dunzo Services will be made available to You at all times.
• c. You can initiate a transaction on the Platform by which You may (through the Delivery Partner) send packages to a particular location identified by You. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Dunzo merely acts as a technology platform to facilitate the connection between You and the Delivery Partner. The Delivery Partner is neither an employee nor an agent or an affiliate of Dunzo. Dunzo does not assume any responsibility or liability for any form of act, omission to act, services provided, quality or deficiency of services on part of the Delivery Partner. You hereby agree and acknowledge that all actions, omissions to act, services provided, quality or deficiency in services with respect to the Pick Up and Drop Off Services is of the Delivery Partner in the Delivery Partner’s independent capacity and sole discretion.
• d. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, Delivery Partner/(s) around the pickup location shall be intimated in an automated manner and depending upon the availability of Delivery Partner/(s), a Delivery Partner may choose to accept Your request. The Delivery Partner shall pick up the item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as Your agent and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location will be added by You and that such information will be used for the Pick Up and Drop Off Services. You must ensure that the details for the locations are accurate and identifiable by the Delivery Partners.
• e. You agree that You shall at all times use the Platform and Dunzo Services for lawful purposes. Additionally, You shall not use the Pick Up and Drop Off Services for items which are illegal, immoral, hazardous, unsafe, dangerous, or otherwise restricted or constitute items that are prohibited by any statute or law or regulation or the provisions of these Terms of Use.
• f. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through the Delivery Partner, and that such contents are legal and within limits of transportation/logistics under applicable law. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, insects, animals, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws) (all of such items, the “Restricted Items”).
• g. You also agree that, upon becoming aware of the commission of an offence by You or Your intention to commit an offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any item(s) restricted under applicable law, the Delivery Partner may at the Delivery Partner’s sole discretion choose to take such action as the Delivery Partner deems fit including intimating law enforcement authorities about such unlawful action.
• h. Dunzo does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Dunzo shall have no liability with respect to the Items or Your use of the Dunzo Services and the Pick Off and Drop Off Services. However, if it is brought to the knowledge of Dunzo through any law enforcement authority or any other third-party that You have packaged any Restricted Items or availed the Pick up and Drop Off Services using the Platform to deliver any Restricted Items, Dunzo may at its sole discretion take appropriate actions including suspension or termination of Your Account and Dunzo Services. Dunzo may also, on a request received from the law enforcement authority provide requisite details as may be requested, which may include but not be limited to details of Your organisation, Your personal details, transaction history, payment details, geo locations, logistics information, etc to such authorities.
• i. If a transaction initiated by You on the Platform cannot be completed, You shall be notified on the Platform.
• j. Dunzo shall use Your location based information that is captured by Dunzo through a global positioning system when You are using Your personal computer or mobile device to request a Dunzo Service on its Platform. Such location based information shall be used by Dunzo to facilitate and improve the Dunzo Services being offered to You. You acknowledge and hereby consent to the monitoring and tracking of Your geo-location information. In addition, the Delivery Partner may have access to such geo-location.

4. Merchant Information

• a. You are solely responsible for and in control of the information You provide to us. Compilation of Merchant Accounts and Merchant Account bearing contact number and e-mail addresses are owned by Dunzo.
• b. In a case where the Platform is unable to establish a unique identity of the Merchant against the details provided by the Merchant, the Account shall be indefinitely suspended. Dunzo reserves the full discretion to suspend a Merchant's Account in the above event and does not have the liability to share any Account information whatsoever.

5. Payment and Taxes

• a. Payments:
  • (i) While initiating a request for a Pick Up and Drop Off Service, You may be required to pay a delivery fee to the Delivery Partner for availing the Pick Up and Drop Off Service (“Delivery Fee”), as may be displayed to You on the Platform at the time of raising such request. Dunzo will facilitate the collection and disbursement of Delivery Fee for the Delivery Partner in compliance with applicable laws. Dunzo shall issue a statement of transactions on behalf of the Delivery Partner from time to time.
  • (ii) All settlement to the Merchant shall be made in compliance with applicable law. In case the Merchant opts for a post-paid payment option, Merchant shall ensure that the payment towards such outstanding amounts are made within the prescribed time frame and in a manner as communicated by Dunzo from time to time.
  • (iii) In case, Merchant enables a cash on delivery option for its customers and provides instructions/authorisation to the Delivery Partners to collect the cash on behalf of the Merchant at the time of the drop off, the Merchant shall ensure that its customers are duly notified to hand over the appropriate amount to the Delivery Partner without demur or delay. Subject to settlement of Delivery Fee and any other payment obligation adjustment for Merchant, payment of foregoing amount for cash on delivery shall be made to the Merchant.
• b. Taxes:
  • (i) You are responsible to comply with the applicable tax regulations for the transactions completed using Dunzo Services including, but not limited to, compliance with goods and service tax, withholding taxes, if any. You agree and acknowledge that any settlement amount to be paid by Merchant for Pick up and Drop off Services shall not be subject to deduction of goods and service tax or withholding taxes. Such settlement is merely a pass through amount for the Delivery Partner. Any obligation for deduction of goods & service tax or withholding taxes shall be between You and Delivery Partner. Dunzo shall make available the details of Pick up and Drop off Services to You to enable You to comply with Your tax obligations.
  • (ii) You further agree and acknowledge that Dunzo shall not be held responsible/liable for any compliance or non-compliance of applicable tax laws by You or the Delivery Partner.

6. Insurance

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

7. Rating

• a. You agree that: (i) after completion of a transaction on the Platform, the Platform will prompt the Merchant with an option to provide a rating and comments about the Delivery Partner (with respect to the services performed by the Delivery Partner).
• b. Dunzo and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Dunzo and its affiliates without attribution to or approval of Merchant and You hereby consent to the same. Dunzo 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 Dunzo’s or its affiliates’ content policies.

PART B: SPECIFIC TERMS FOR DUNZO SERVICES

8. Cancellation

• a. If You wish to cancel a transaction on the Platform, You shall select the cancel option on the Platform. It is to be noted that You may not be allowed to cancel a transaction initiated on the Platform for which work the Delivery Partner has reached the pick-up location.
• b. The transaction initiated by You on the Platform may be cancelled, if:
  • (i) Information, instructions and authorisations provided by You (including the details of pick up and drop off location) is not complete or sufficient for Delivery Partner to execute the transaction initiated by You.
  • (ii) If a Delivery Partner is not available to perform the services, as may be requested.
  • (iii) If the transaction cannot be completed for reasons not in control of Dunzo including any technological glitch.

PART C: GENERAL TERMS OF USE

9. Non- Exclusive

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

10. Eligibility to Use

• a. Dunzo reserves the right to refuse access to the Platform, at any time to new Merchant or to terminate or suspend access granted to existing Merchant at any time without according any reasons for doing so.
• b. Unless otherwise permitted by Dunzo, You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purpose of creating an account with the Platform.

11. User Account, Password, and Security

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

12. Confidential Information

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

13. Representations and Warranties

• a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into these Terms of Use and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any terms that would prevent it from complying with or performing under these Terms of Use (in your case, including without limitation, any exclusive terms with any third parties for the pick and drop off services via a technology platform); and (d) the content, media and other materials used or provided as part of these Terms of Use shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
• b. You agree to use the Platform only: (i) for purposes that are permitted by these Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines; (iii) on obtaining and maintaining throughout the Term any and all valid license, approvals, registrations, no objection certificates and in compliance with any law that may be specifically applicable to the business being carried out by Merchant and/or for use of the Platform or Dunzo Services by Merchant. You agree not to engage in activities that may adversely affect the use of the Platform by Dunzo or Delivery Partner(s) or other merchants.
• c. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Dunzo Services.
• d. You represent and warrant that You are legally authorised to view and access the Platform and avail the Dunzo Services.
• e. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Dunzo. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Dunzo Property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.
• f. You acknowledge and agree that by accessing or using the Platform, You may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Dunzo disclaims all liabilities arising in relation to such offensive content on the Platform.
• g. Further, You undertake not to:
  • (i) defame, abuse, harass, threaten or otherwise violate the legal rights of others;
  • (ii) publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;
  • (iii) do any such thing that may harms minors in any way;
  • (iv) copy, republish, post, display, translate, transmit, reproduce or distribute any Dunzo Property through any medium without obtaining the necessary authorization from Dunzo;
  • (v) conduct or forward surveys, contests, pyramid schemes or chain letters;
  • (vi) upload or distribute files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;
  • (vii) upload or distribute files or documents or videos (whether live or pre-recorded) that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;
  • (viii) engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);
  • (ix) attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Dunzo server, or through the Platform, by hacking, password mining or any other illegitimate means;
  • (x) probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;
  • (xi) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;
  • (xii) collect or store data about other user, merchant, Delivery Partner in connection with the prohibited conduct and activities set forth herein;
  • (xiii) use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
  • (xiv) use the Platform or any material or Dunzo Property for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or other third parties;
  • (xv) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
  • (xvi) impersonate any other user, Delivery Partner or person;
  • (xvii) violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;
  • (xviii) violate these Terms of Use contained herein or elsewhere;
  • (xix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting for any other nation; and
  • (xx) reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.
• h. You agree and acknowledge that the use of the Dunzo Services offered by Dunzo is at Your sole risk and that Dunzo disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.
  
  All materials/content on our Platform (except any third party content available on the Platform), including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, “Material”) are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Dunzo. You acknowledge and agree that the Material is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platform, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose other than the purposes stated under these Terms of Use, by any person or entity, without Dunzo’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platform or any part of the Material for any purpose other than its intended purposes is strictly prohibited. Subject to the above restrictions under this Clause, Dunzo hereby grants You a non-exclusive, freely revocable (upon notice from Dunzo), non-transferable access to view the Material on the Platform.

14. Intellectual Property Rights

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

15. Disclaimer of Warranties & Liabilities

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

• a. The Platform, Dunzo Property and Dunzo Services are provided by Dunzo on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Dunzo makes no warranty that (i) the Platform, Dunzo Services will meet Your requirements or Your use of the Platform will be uninterrupted, timely, secure or error-free; (ii) the quality of the Platform will meet Your expectations; or (iii) any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Dunzo shall create any warranty not expressly stated in these Terms of Use.
• b. Dunzo will have no liability related to any Merchant content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Dunzo also disclaims all liability with respect to the misuse, loss, modification or unavailability of any Merchant content.
• c. Dunzo will not be liable for any loss that You may incur as a consequence of unauthorized use of Your Account or Account information in connection with the Platform either with or without Your knowledge.
• d. Dunzo shall not be responsible for the delay or inability to use the Platform, Dunzo Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Dunzo shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Dunzo's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.
• e. Dunzo shall not be liable for any damages, loss, cost, expense of any kind arising from Your use of the Platform or Dunzo Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

16. Indemnification and Limitation of Liability

• a. You agree to indemnify, defend and hold harmless Dunzo and its affiliates including but not limited to its officers, directors, consultants, agents and employees (“Indemnitees”) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnitees that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnitees harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Dunzo Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of these Terms of Use, or Your violation of any rights of another, including any intellectual property rights.
• b. In no event shall the Indemnitees, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Dunzo Property or Dunzo Services on the Platform.
• c. Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Dunzo Services.
• d. Subject to applicable laws, in no event will Dunzo or its employees aggregate liability, arising from or related to the Dunzo Services or the use of the Platform shall not exceed INR 50,000/- (Indian Rupees Fifty Thousand Only) for any and all causes of actions brought by You or on behalf of You.
• e. The Platform and the Dunzo Services are only available to merchants located in India. Merchant shall not access or use the Platform from any other jurisdiction except for India. If a Merchant accesses or uses the Platform from any other jurisdiction except for India, the Merchant shall be liable to comply with all applicable laws and Dunzo shall not be liable for the same, whatsoever.

17. Violation of the Terms of Use

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

18. Additional Terms

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

19. Link to Third Parties

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

20. Term and Termination

• a. These Terms of Use will continue to apply until terminated by either You or Dunzo as set forth below. If You object to these Terms of Use or are dissatisfied with the Platform, Dunzo Services, Your only recourse, subject to the clearance of all payment obligations either to Dunzo or the Delivery Partner, is to terminate Your Account on the Platform by giving a 15 days’ advance written notice to Us. Dunzo will make Your account dormant upon receipt of request in writing and payment of outstanding dues, if any. Even after your account with Dunzo is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per these Terms of Use.
• b. The Company may terminate Your future access to the Platform or suspend or terminate Your Account and Dunzo Services if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.
• c. You hereby agree and acknowledge, upon termination, Dunzo shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.
• d. You hereby further agree and acknowledge that nothing contained in this Clause 20 shall be construed as a waiver of Dunzo’s and/or Delivery Partner’s right to payment of the outstanding dues. You hereby further agree and acknowledge that on or before termination, You shall ensure that all the monies due to be paid to Dunzo and/or Delivery Partner are paid in a timely manner.
  You hereby further agree and acknowledge that in case of non-payment of dues within the prescribed timelines: (i) Dunzo shall not in any manner be liable to Delivery Partner for payment of such due; and (ii) Dunzo may: (a) adjust the amount due from the amount payable by Dunzo to You; and (b) at its sole discretion take appropriate legal action against You to recover the same and/or on receiving a request, facilitate Delivery Partner for such recovery.

21. Governing Law

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

22. Report Abuse

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

23. Communications

You hereby expressly agree to receive communications by way of calls, and/or SMSs, and/or e-mails, and/or Whatsapp, and/or push-notifications, and/or B2B Dashboard from Dunzo, or other third parties. You can unsubscribe/ opt-out from receiving communications through any of the aforementioned channels anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Dunzo Service.

24. General

• a. Amendments: Dunzo reserves the unconditional right to modify or amend these Terms of Use without any requirement to notify You of the same. You can determine when these Terms of Use were last modified by referring to the “Last Updated” legend above. It shall be Your responsibility to check this Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.
• b. Notice: All notices from Dunzo will be served by email to Your registered email address or by general notification on the Platform.
• c. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Dunzo’s rights under the Terms of Use are freely transferable by Dunzo to any third party without the requirement of informing You or seeking Your consent.
• d. Force Majeure: Any delay in or failure to perform any obligations by either party under these Terms of Use shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of such party committing default, including and limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, labour strikes, sabotage, rebellion, insurrection, epidemic, pandemics or similar outbreak (“Force Majeure”). Provided, however, You shall give prompt written notice within a period of 7 (seven) days from the date of the force majeure occurrence to Dunzo. You shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed. In the event the Force Majeure event continues for a period of 7 (seven) days from the date on which Dunzo receives the notice from You as above, Dunzo shall have the right to terminate these Terms of Use.
• e. No Agency: Merchant shall not be deemed to be Dunzo’s agent, servant, or employee in any manner for any purpose whatsoever.
• f. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.
• g. Waiver: Any failure by Dunzo to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Dunzo of that provision or right.
• h. Equitable Remedies: Merchant acknowledge and agrees that monetary damages may be an inadequate remedy for breach or threatened breach of the provisions of these Terms of Use, and Merchant agrees that in the event of a breach of any provisions of these Terms of Use by the Merchant, Dunzo’s rights and obligations hereunder, in addition to any and all other rights and remedies that may be available to Dunzo in respect of such breach, shall be enforceable by specific performance, injunctive remedy or any other remedy available in any court of competent jurisdiction.
• i. Integration: These Terms of Use together with Dunzo’s Privacy Policy and any other legal notices, communications published by Dunzo on its Platform, and any other agreements executed between You and Dunzo shall constitute the entire agreement between you and Dunzo concerning its Platform, Dunzo Services and governs Your use of the Platform and Dunzo Service, superseding any prior agreements between You and Dunzo with respect to the Platform and Dunzo Service.
• j. IP Infringement: If You believe the Platform violates Your intellectual property, You must promptly notify Dunzo in writing at legalnotices@dunzo.in These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:
  • (i) the intellectual property that You believe is being infringed;
  • (ii) the item that You think is infringing and include sufficient information about where the material is located on the Platform;
  • (iii) a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
  • (iv) Your contact details, such as Your address, telephone number, and/or email;
  • (v) a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and
  • (vi) Your physical or electronic signature.

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