These terms of use (“Terms of Use”) describe the terms on which the delivery partners(“You” or “Your” or “Yourself” or “Delivery Partner”) interested in registering ODIFA Services (defined below) and accessing the the mobile application “ODIFA” owned and operated by Klantech Business Solutions Pvt Ltd (“ODIFA”) and licensed for use on a revocable, non-exclusive, temporary, non-assignable basis to You, collectively referred to as, the “Platform”, connect with the users registered on the Platform (“Users”) and the merchants registered on the Platform (“Merchants”) to provide Your transportation, delivery and logistics services to them, as may initiated by them on the Platform.
PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THEPLATFORM OR AVAILING THE ODIFA SERVICES OR ACCESSING/USING ANY MATERIAL, INFORMATION THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM OR ODIFA SERVICES SHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF USE AND YOUR AGREEMENT TO BELEGALLY BOUND BY THE SAME.
Use of and access to the Platform is offered to You only upon acceptance of all the terms, conditions and notices contained in this Terms of Use, along with any amendments made by ODIFA at its sole discretion and posted on the Platform. By using the Platform, You agree that You have read, understood and agreed to be bound by these Terms of Use and the Platform’s Privacy Policy
You hereby acknowledge and agree that ODIFA is a technology services provider that doesnot (i) provide Delivery Partner/DP Services (defined below), or (ii) function as a transportation/logistics carrier, (iii) operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services.
1. Delivery Partner/DP Services:-
You may choose to perform any of the following services to Users and Merchants as per your choice and convenience. You may choose to perform these services on any day of the week and for as long as you may wish for. When you click on the accept option upon a notification of a task, you expressly consent each time for providing your services to the User. You agree that You provide services directly to the User or Merchant, as the case maybe.
. a) Transportation/ Delivery Services from Merchant Establishments. -You acknowledge that the Users may place orders with Merchants listed on the Platform through the Platform to purchase products/avail services (“Items”) from the Merchants. In this regard, you shall provide transportation/delivery services from the Merchant establishment to the location specified by the User with respect to the transactions initiated by the User on this Platform (“Delivery Services”). Unless otherwise specified, You hereby agree that while performing Delivery Services pertaining to the Item from the Merchant to the User, You acknowledge that ODIFA is only a facilitator of the transactions that take place on the Platform and ODIFA shall not be a party to any transaction that is initiated on the Platform. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.
. b) Pick Up and Drop Off Services. - You acknowledge that Users may initiate a transaction on the Platform by which You will be required to pick up packages/Items from a particular location and drop off the packages/Items at another location (“Pick Up and Drop Off Services”). You agree that before pick up of Item you shall ensure the packaging is not tempered, lose or broken. You further agree that before dropping off the packages, you shall take reasonable measures to ensure that the packages/Items are dropped off at the correct drop off location in original condition/packaging and handed over to the correct person. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.
. c) Purchase Items.
You acknowledge that Users may initiate a transaction on the Platform by which You would be required to purchase any Item for the User (“Purchase Services”). It is hereby clarified and acknowledged by You that your services to the User is concluded only upon the Item being delivered to the User.
You further agree and acknowledge that for any of the Services mentioned above, You shall act as an agent of the User and act in accordance with the instructions provided by the User and ODIFA will not be responsible for the Item purchased or for any loss/damaged caused to the Item during transit.
. d)
For the purposes of this Terms of Use, Delivery Services, Pick Up and Drop Off Services, Purchase Services, shall herein after together be referred to as the “DP Services”.
•
. e)
You shall provide the DP Services, only in the applicable Territory in accordance with these Terms of Use and applicable law. For the purposes of this Terms of Use “Territory” means the city or zone in the territory of India, which Delivery Partners are enabled by the Platform to receive requests for DP Services.
2 Registration
a. You shall be permitted to access the Platform, avail the ODIFA Services and connect with the Users and Merchants on the Platform, as the case maybe, to provide DP Services only upon creating an Account (defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, avail ODIFA Services and provide DP Services is subject to Your continued registration on the Platform. To register, You are required to provide all required details as may be sought by ODIFA. It is your responsibility to provide all your current, updated and requisite details. You shall be required to provide ODIFA, at the time of registration, forth with upon any revision, and at any time on ODIFA’s request, with information and documentary evidence pertaining to You, any authorizations that You may have, contact details and other details as requested by ODIFA. The document/information that ODIFA may need from Your end shall be intimated to You from time to time. ODIFA reserves the right to independently verify Your documentation from time to time in any way ODIFA deems appropriate in its reasonable discretion.
b. Upon registration on the Platform, you will receive a Delivery Partner Identification Number (“DP ID”). The DP ID is specific to You only. You are responsible for all DP Services provided under the DP ID allocated to You.
c. You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify ODIFA of any unauthorized use of Your Account information or any other breach of security. It is a good practice to exit from your Account at the end of every session. ODIFA 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 ODIFA or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account. Use of another Delivery Partner’s Account information for using the Platform is expressly prohibited.
d. ODIFA shall have the right to display the information provided by You on the Platform. You shall ensure that all the information provided by You is sufficient to give a clear description of Yourself and the DP Services performed by You for the Users, and is not false or misleading in any manner. ODIFA does not independently verify the information. ODIFA shall in no way be responsible or liable for the accuracy or completeness of any information provided by You.
e. Registration Fee. ODIFA may charge a non-refundable on boarding fee at the time of registration on the platform.
3. ODIFA Services
The Platform provides you with the following services (“ODIFA Services”)-
• a. License to the Platform;
• b. Where authorized, collection of your fee for DP Services.
• c. It may facilitate the issuance of invoice/payment statement to the Users, on Your behalf
4. Provision of DP Services.
a. When You are logged into Your Account on the Platform, Users’ requests for DP Services may appear to You on Your Account on the Platform if You are available and visible in the vicinity of the task raised by the User. You have the choice to accept the request from the User. If you accept the User request for DP Services, You will receive in an automated manner certain user information which may inter alia include the pick-up address, User’s name, item to be purchased, purchase location, pick-up/drop off location, contact information etc. (“User Information”).
b. Once you have accepted a User’s request for DP Services, with respect to DP Services, you shall be encouraged to follow the guidelines and standards as may be formulated by ODIFA with respect to safety, etiquettes, etc. from time to time. While performing these DP Services, You shall also be responsible to abide by the safety conditions as may be required by a relevant state / central authority.
c. You hereby acknowledge and agree that once You have accepted a User’s request for DP Services, the Platform may display to the User in an automated manner, certain information about You which may inter alia include Your name, contact information, photo and location, Your rating, Your driving license information and Your vehicle registration number and other personal information necessary for the successful and timely accomplishment of the DP Services.
d. You agree and undertake that You shall not contact Users or use any User’s personal data/User Information for any reason other than for the purposes of fulfilling DP Services through the Platform in accordance with these Term of Use and applicable law.
• e. You shall provide valid invoices issued by Merchants to the User for the Items covered under DP Services (especially Delivery Services and Purchase Services) performed by You,(as may be applicable). For Your services, the Platform generates an automated service receipt/ Payment Statement/ Invoice as the case maybe, on Your behalf to the User.
• f. You shall transport all Items for the Users and provide all DP Services to the User directly to their specified destination or otherwise complete all logistics related tasks, as directed by the applicable User, without undue delay. In the event, You, at your own discretion feel that there will be an inordinate delay, You shall on a best efforts basis try and reach out to the User.
• g. With respect to DP Services, You hereby agree that You shall not open or attempt to open the Items/packages to be dropped off/delivered to or on behalf of the User. However, if it comes to Your knowledge that a package contains illegal substance or Items not permissible to be delivered through the DP Services, You shall immediately report the same concerned law enforcement authorities. You expressly agree that You will not deliver/transport any alcoholic beverages or entertain any User’s request to deliver/purchase or transport any alcoholic beverages or any other contraband items.
5. Delivery Partner’s Relationship with ODIFA.
a. ODIFA does not, and shall not be deemed to have any form of direct or indirect control over Delivery Partners inter alia with respect to the availability of Delivery Partners, performance of DP Services by the Delivery Partners or maintenance of Delivery Partner’s vehicle or compliance with applicable laws applicable to Delivery Partners of DP Services. It is hereby clarified that there is no employer-employee relationship between ODIFA and the Delivery Partners. Delivery Partner acknowledges that ODIFA does not control, or purport to control:
i. when or for how long will the Delivery Partner utilize the Platform or the ODIFA Services; or
Delivery Partner’s decision, via the Platform, to attempt to accept or to decline or ignore a User’s request for DP Services on the Platform, subject to ODIFA’s then-current cancellation policies.
b. You are not an employee of ODIFA. You may thus choose to engage with other occupations or means of livelihood. There is no exclusivity arrangement with ODIFA and You have complete discretion to operate Your independent business or enroll with other platform for performing similar services. You have no authority to bind ODIFA and undertake not to hold Yourself out as an employee, agent or authorized representative of ODIFA or its affiliates. Where, by implication of mandatory law or otherwise, You may be deemed an employee, agent or representative of ODIFA, You undertake and agree to indemnify, defend and hold ODIFA and its affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.
c. Your Account may be deactivated or otherwise restricted from accessing or using the Platform or the ODIFA Services in the event of a violation of these Terms of Use, disparagement of ODIFA or any of its affiliates, or Your act or omission that causes harm to ODIFA’s or any of its affiliates’ brand, reputation or business as determined by ODIFA in its sole discretion. ODIFA also retains the right to deactivate or otherwise restrict You from accessing or using the Platform or the ODIFA Services for any other reason at the sole and reasonable discretion of ODIFA.
d. You agree that You may require certain enablers such as bikes, mobile phones, helmets, bags or other such instruments for you to perform DP Services. ODIFA is not responsible to provide any such support to You. In particular, ODIFA is not responsible to provide You with reimbursements of any fuel incurred by You, or insurance premium paid by You, or helmets purchased by you. You shall solely be responsible for maintaining the necessary equipment and internet connections that may be required to access, use and transact on the Platform and avail the ODIFA Services.
e. ODIFA may from time to time provide You with certain advisories in respect of Your performance of the DP Services. These advisories may be issued to facilitate compliance with applicable law or to generate a uniform platform experience for Users, Merchants and other Delivery Partners. You are encouraged to follow them.
f. You may from time to time receive notice of certain welfare/benefit programs that You may avail as part of the ODIFA eco-system. Availing such benefits are subject to Your choice and opt-in. These benefits will be provided to you by third party service providers who ODIFA does not control or sponsor. You will not receive any employee benefits.
g. To facilitate provision of DP Services, You may choose to avail certain third-party services such as personal loans, accident insurance policies etc. Some of these third-party services may be introduced to You through ODIFA. The choice of availing all such services is Yours. ODIFA is not responsible for such services provided by third parties. If you choose to avail such benefits You authorize ODIFA to share information about You as required for such third party to provide the services to You.
6. Delivery Partner’s Relationship with Users.
a. Delivery Partner acknowledges and agrees that it’s provision of DP Services to Users creates a legal and direct business relationship between the Delivery Partner and the User, to which ODIFA is not a party. ODIFA is not responsible or liable for the actions or inactions of a User in relation to the activities of the Delivery Partner. You shall have the sole responsibility for any obligations or liabilities that may arise towards the Users or any third parties that arise from the provision of Your DP Services. You are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance policies that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party.
7. Ratings.
a. You agree that: (i) after providing DP Services to a User, the Platform will prompt the User with an option to provide a rating of such DP Service provided by You and, optionally, to provide comments or feedback about You and such DP Service; and (ii) after providing the DP Services to the Users, You will be prompted on the Platform to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide ratings and feedback in good faith and unbiased manner.
b. In order to continue to receive access to the Platform and the ODIFA Services, You hereby acknowledge that You must maintain an average rating by Users that exceeds the minimum average acceptable rating established by ODIFA for the Territory, as may be updated from time to time (“Minimum Average Rating”). In the event Your average rating falls below the Minimum Average Rating, ODIFA may provide You a limited period of time to raise Your average rating above the Minimum Average Rating. You hereby agree that if You do not increase Your average rating above the Minimum Average Rating within the time period allowed (if any), ODIFA may deactivate Your access to the Platform and the ODIFA Services.
c. ODIFA and its affiliates reserve the right to use, share and display Your ratings and comments in any manner in connection with the business of ODIFA and its affiliates without attribution to or approval of Delivery Partners and You hereby consent to the same. ODIFA and its affiliates reserve the right to remove comments from Platform in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, intermediary guidelines, other applicable laws or ODIFA’s or its affiliates’ content policies.
8. Devices.
a. In order to access the Platform and provide the DP Services to the Users, You may use Your own device (“Delivery Partner Device”).
b. While using a Delivery Partner Device: (i) You shall be responsible for the acquisition, cost and maintenance of such Delivery Partner Device as well as any necessary wireless data plan; and (ii) ODIFA shall make available the Platform for installation on such Delivery Partner Device. The foregoing right shall immediately terminate and You will delete and fully delete the Platform from the Delivery Partner Device in the event You cease to provide DP Services to the User using the Delivery Partner Device; or You have deleted Your Account from the Platform. You hereby agree that: (i) use of the Platform and ODIFA Services on a Delivery Partner Device requires an active data plan with a wireless carrier associated with the Delivery Partner Device, which data plan will be provided by You at Your own expense; and (ii) use of the Platform on a Delivery Partner Device as an interface with the ODIFA Services may consume very large amounts of data through the data plan. ODIFA advises that Delivery Partner Devices should only be used under a data plan with unlimited or very high data usage limits, and ODIFA shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan during the performance of DP Services.
9. Location Based Services.
• You acknowledge and agree that Your geo-location information is required from You to provide the DP Services to the Users, using the Platform and is required by ODIFA for it to provide You with ODIFA Services. You acknowledge and hereby consent to the following:(a) Your geo‐location information will be monitored and tracked by ODIFA, when You are logged into Your Account on the Platform and available to receive requests for providing DP Services from the Users, or when You are providing transportation and/or logistics services to the Users; and (b) the approximate location of Your vehicle will be displayed to the User before and during the provision of DP Services to such User. In addition, ODIFA may monitor, track and share Your geo‐location information obtained by the Platform and Delivery Partner Device, as the case may be, for safety, security, technical, marketing and commercial purposes, including to provide and improve ODIFA’s products and services.
10. Delivery Partners and Vehicles
a. Delivery Partner Requirements. In order to register as a Delivery Partner, You must be above 18 years of age. You acknowledge and agree that You shall at all times hold and maintain (i) a valid driver's license (if applicable) with the appropriate level of certification to operate the vehicle driven/ridden by You, and (ii) all licenses, permits, approvals and authority applicable to Your vehicle (if applicable) that are necessary to provide DP Services; (iii) the appropriate and current level of training, expertise and experience to provide DP Services in a professional manner with due skill, care and diligence; and (iv) high standards of professionalism, service and courtesy. You acknowledge and agree that You may be subject to certain background and driving record checks from time to time.
b. Vehicle Requirements. You acknowledge and agree that Your vehicle with which You choose to provide DP Services shall be: (i) operated in compliance with all applicable laws; (ii) properly registered, insured and licensed in accordance with law to operate as a passenger transportation vehicle, a shared mobility vehicle and/or vehicle to transport/deliver Item(s)/product purchased in the Territory on behalf of the User; (iii) suitable for performing the passenger transportation service, shared mobility services and/or to transport Item(s) as contemplated by these Terms of Use; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards fora vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition (together herein after referred to as“Vehicle Specification”).
11. Financial Terms
a. User Payment: While providing Purchase Services and Delivery Services for Items which are purchased/picked up from merchants not registered on the Platform, and the prices for such items are not provided on the Platform, You shall promptly provide the price details and Item details, including pictures of the Items to the Users on the Platform. Upon confirmation of the Items by the Users on the Platform, and on payment of the same by the User, You shall make the purchase on behalf of the Users. For Merchants who are registered on the Platform, You are not required to make any payments to the Merchant on behalf of the User.
b. Delivery Partner Fees: For the provision of DP Services You may charge a fee to the User, the amount of which is determined in accordance with the guidelines framed by ODIFA for Delivery Partners (“DP Fees”). Note, ODIFA frames the guidelines for the purposes of providing a uniform experience on the Platform to Users, Merchants and Delivery Partners. Please review carefully the DP Fees applicable to the DP Services You choose to provide before You do so.
g. Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for DP Services that have been accepted by You at any time prior to the provision of DP Services. In the event that a User cancels an accepted request for DP Services, ODIFA may charge the User a cancellation fee on behalf of You. If charged, this cancellation fee shall be deemed Ride Cost/Fare/DP Fees for the cancelled DP Services and shall be remitted to You (“Cancellation Fee”).
h. Taxes. You acknowledge and agree that You are required to: (i) complete all tax registration obligations (if any) and calculate and remit all tax liabilities related to the provision of DP Services as required by applicable law; and (ii) provide ODIFA with all relevant tax information. You further acknowledge and agree that You are responsible for paying taxes on Your own income arising from the performance of DP Services. Notwithstanding anything to the contrary in this Agreement, ODIFA may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Your provision of DP Services and/or provide any of the relevant tax information You have provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on Your behalf or otherwise. You further agree and acknowledge that ODIFA shall be entitled to deduct tax at source in accordance with applicable law, prior to making any payouts to You.
12. Proprietary Rights and License
a. License Grant. Subject to the terms and conditions of these Terms of Use, ODIFA hereby grants the Delivery Partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license, the Platform in connection with the provision of the ODIFA Services solely for the purpose of providing DP Services to Users. Further, subject to the terms and conditions of these Terms of Use, ODIFA hereby grants the Delivery Partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license to use the proprietary marks of ODIFA for the sole purpose of providing the DP Services. All rights not expressly granted to Delivery Partner are reserved by ODIFA, its affiliates and their respective licensors.
b. Restrictions. You shall not, and shall not allow any other party to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the ODIFA Services, Platform or (if applicable) in any way; (ii) modify or make derivative works based upon the ODIFA Services or Platform; (iii) improperly use the ODIFA Services or Platform, including creating Internet “links” to any part of the ODIFA Services or Platform, “framing” or “mirroring” any part of the ODIFA Services or Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the ODIFA Services or the Platform; (iv) reverse engineer, decompile, modify, or disassemble the ODIFA Services or Platform,; or (v) send spam or otherwise duplicative or unsolicited messages. In addition, You shall not, and shall not allow any other party to, access or use the ODIFA Services or Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the ODIFA 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 ODIFA Services/Platform; or (iv) attempt to gain unauthorized access to the ODIFA Services or its related systems or networks, (v) defame, abuse, harass, threaten or otherwise violate the legal rights of others; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity; (vi) publish, post, upload, distribute or disseminate any information that is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, hateful, or racially, ethnically objectionable, disparaging, inappropriate, profane, infringing or otherwise unlawful in any manner whatever; or that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; (vii) upload files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights there to or have received all necessary consents; (viii) upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer; (ix) engage in any activity that interferes with or disrupts access to the Platform or the ODIFA Services (or the servers and networks which are connected to the Platform); (x) attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any ODIFA server, or to any of the ODIFA Services offered on or through the Platform, by hacking, password mining or any other illegitimate means; (xi) probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. (xii) reverse look-up, trace or seek to trace any information on any other user (Merchant, User, Delivery Partner), of or visitor to, the Platform, to its source, or exploit the Platform or ODIFA Services or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform; (xiii) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites; (xiv) collect or store data about other users (Merchant, User, Delivery Partner), in connection with the prohibited conduct and activities set forth in this Terms of Use; and (xv) use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform; (xvi) use the Platform or any material or content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of ODIFA or other third parties; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (xviii) misuse the personal information of the registered users or use their personal information or disclose such personal information for any purpose other than to fulfil Your obligations under these Terms of Use; (xix) violate any code of conduct or other guidelines, which may be applicable for or to any particular ODIFA Service; (xx) violate the Terms of Use contained herein or elsewhere, or violate any applicable laws or regulations for the time being in force within or outside India;
c. Ownership. The ODIFA Services, Platform and ODIFA Data (defined below), including all intellectual property rights therein are and shall at all time remain the property of ODIFA,its affiliates or their respective licensors, as the case maybe. Neither this Terms of Use nor Your use of the ODIFA Services, Platform or ODIFA Data conveys or grants to You any rights: (i) in or related to the ODIFA Services, Platform or ODIFA Data, , except for the limited license granted under these Terms of Use; or (ii) to use or reference in any manner ODIFA’s, its affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, You acknowledge ODIFA’s rights in its ODIFA family of trademarks and names, including ODIFA, alone and in combination with other letters, punctuation, words, symbols and/or designs, and the ODIFA Logo (“ODIFA Marks and Names”). You agree that You will not try to register or otherwise claim ownership in any of the ODIFA Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
• d. For the purposes of these Terms of Use “ODIFA Data” means all data related to the access and use of the ODIFA Services here under, including all data related to Users (including User information), all data pertaining to Merchant, Items (Merchant Information), all data related to the provision of transportation and/or logistics services by the Delivery Partner via the ODIFA Services and the Platform, and the DP ID.
13. Confidentiality
a. Each party acknowledges and agrees that in the performance of these Terms of Use it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes ODIFA Data, DP IDs, User Information, Merchant Information, information related to the Platform, information related to any transaction initiated on the Platform, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally and whether expressly marked as confidential or not).
b. Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of its obligation under the Terms of Use; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Terms of Use, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use of Confidential Information no less protective than the terms hereof; and (iv) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Terms of Use or at the request of the other party (subject to applicable law and, with respect to ODIFA, its internal record keeping requirements).
c. You hereby acknowledge and agree that all Confidential Information provided to You or which is in Your custody shall be used by You only for the purposes of providing the DP Services in accordance with the provisions of this Terms of Use.
d. If You choose to avail certain ancillary services from third party services, Your information may be required to be provided to such third-party services providers. You hereby consent to sharing your Confidential Information when You agree to receive such ancillary services.
14. Access to Platform.
a. Notwithstanding these Terms of Use, ODIFA reserves the right to temporarily or permanently, as it may deem fit, discontinue Your access to the Platform, ODIFA Services and/or de-list You from the Platform with immediate effect in the following instances:
i. User complaints received by ODIFA which are directly attributable to You; or
ii. Breach of the provisions of any applicable law; or
iii. Breach of the representations and warranties under these Terms of Use; or
iv. Any other breach of the Terms of Use, ODIFA’s Privacy Policy or any other terms, conditions, or policies that may be applicable to You from time to time (or have acted in a manner that clearly shows that You do not intend to not comply, or are unable to, comply with the same);
v. The provision of the ODIFA Services to You by ODIFA is, in the opinion of ODIFA, no longer commercially viable or in any way detrimental to ODIFA, its business or the Platform;
vi. You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or ODIFA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
vii. ODIFA has elected to discontinue, with or without reason, Your access to the Platform, ODIFA Services or any part thereof.
15. Eligibility to Use
You shall not have more than one active Account (as defined hereinafter) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party.
16. Third Party Content
The Platform makes available general third-party information and other data from external sources (“Third Party Content”). The provision of Third-Party Content is for general informational purposes only. You acknowledge that the Third-Party Content provided to You is obtained from sources believed to be reliable. ODIFA does not provide any guarantee with respect to any the Third-Party Content and ODIFA shall not be held liable for any loss suffered by You based on Your reliance on or use of Third-Party Content. Further, to the extent that such Third-Party Content is infringing upon some other party’s intellectual property rights or proprietary rights, ODIFA shall not be held liable for the same at any instances.
17. Insurance
Delivery Partner represents and agrees that he or she holds or is otherwise covered by a valid insurance policy of liability insurance, including, but not limited to third party liability insurance (as per industry-standard coverage amounts and in pursuance of mandatory regulatory requirements) with respect to Delivery Partner’s operation of his/her vehicle(s)under these Terms of Use.
18. Warranties, Covenants and Disclaimers
a. You agree to use the Platform and the materials provided therein only: (i) for purposes that are permitted by the Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines.
b. You hereby represent and warrant that: (i) You have full power and authority to enter into this Terms of Use and perform your obligations hereunder; (ii) You have not entered into, and will not enter into, any arrangement that would prevent it from complying with this provisions of the Terms of Use and applicable law; (iii) You will comply with all applicable laws in its performance of this Terms of Use, including holding and complying with all permits, licenses, registrations, certifications and other governmental authorizations necessary to provide DP Services using the required vehicle pursuant to this Terms of Use.
c. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law which may have an adverse effect on the provision of logistic/delivery/transportation services.
d. You represent and warrant that You upon performing the DP Services, promptly and accurately update on the Platform that You have completed such DP Services or delivered the Item, as the case may be.
e. You represent and warrant that all governmental authorisations, consents, licenses, registration, approvals and other consents required under applicable laws for the provision of DP Services have been obtained and shall remain in force for as long as You are using the Platform and availing the ODIFA Services or during the provision of DP Services by You.
f. You agree not to access (or attempt to access) the Platform and the materials or by any means other than through the interface that is provided by ODIFA. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any of its content (as defined below), or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any content therein, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.
g. You acknowledge and agree that by accessing or using the Platform or ODIFA Services, You may be exposed to content from other users (including but not limited to other Merchants, Users and Delivery Partners) that You may consider offensive, indecent or otherwise objectionable. ODIFA disclaims all liabilities arising in relation to such offensive content on the Platform.
h. If the Platform allows You to post and upload any material on the Platform, You hereby undertake to ensure that such material is not offensive and is in accordance with applicable laws. All material added, created, uploaded, submitted, distributed, or posted to the Platform by You is Your sole responsibility. You hereby do and shall grant ODIFA a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable and transferable license to use, reproduce, disclose, distribute, translate and otherwise fully exploit any such material, in connection with the Platform and ODIFA’s (and ODIFA’s successors and assigns’) businesses, including without limitation, for promoting the Platform in any media formats and through any media channels. You represent and warrant that You have all rights to grant such licenses to ODIFA without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
i. Disclaimer of Warranties. You hereby accept and acknowledge that, the ODIFA Services and Platform is provided on an "as is" and "as available" basis. ODIFA does not represent, warrant or guarantee that Your access to or use of the ODIFA Services or Platform: (i) will be uninterrupted or error free; or (ii) will result in any guaranteed requests for DP Services. ODIFA functions as an on‐demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users, who may request or receive DP Services from You, and ODIFA need not screen or otherwise evaluate Users. By using the ODIFA Services and Platform, You acknowledge and agree that You may be introduced to a third party (including Users, Delivery Merchants) that may pose harm or risk to You or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the ODIFA Services or the Platform. ODIFA expressly disclaims all liability for any act or omission of any Delivery Partner, any User, Merchant or other third party.
j. No Service Guarantee. ODIFA does not guarantee the availability or uptime of the ODIFA Services or the Platform. You acknowledge and agree that the ODIFA Services or Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the ODIFA Services or Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications or for any other technological reasons, and ODIFA is not responsible for any delays, delivery failures or other damages, liabilities or losses, costs resulting from such problems.
19. Indemnification
You shall indemnify, defend and hold harmless ODIFA and its affiliates and the irrespective officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) from and against any and all liabilities, losses (including reputational loss and brand value loss caused due to deficiency of services on part of You), demands, expenses(including legal fees and disbursements in connection there with and interest chargeable upon), damages, penalties, fines, social security contributions and taxes asserted against or incurred by the Indemnified Parties arising out of or related to: (i) Your breach of Your representations, warranties or obligations under this Terms of Use; or (ii) a claim by a third party (including Users, Merchant, regulators and governmental authorities) directly or indirectly related to (x) Your provision of DP Services or use of the ODIFA Services or the Platform, (y) Your acts of negligence or willful misconduct in performance of this Terms of Use.
20. Limits of Liability.
ODIFA and its affiliates shall not be liable under or related to this Terms of Use for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. In no event shall the liability of ODIFA or its affiliates under this Terms of Use exceed INR 100/- (Rupees One Hundred). You acknowledge and agree that any and all claims You have or purport to have against ODIFA and/or its affiliates should be notified to ODIFA and/or its affiliates immediately and no later than 30 days from the event. You forfeit all rights in respect of that claim if You fail to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.
21. Term and Termination
a. These Terms of Use will continue to apply until terminated by either You or ODIFA as set forth below (“Term”). These Terms shall continue to apply so long as You continue to access the Platform.
b. If You want to terminate these Terms, You can do so by (i) notifying ODIFA to close Your Account; and (ii) not accessing the Platform. Such termination shall take effect after 15days of receipt of the above notice and ODIFA shall delist the Delivery Partner at the end of the 15th Day.
c. Upon termination of Your Account, the DP ID allotted to You, and/or any other content or materials related to You shall be deleted. ODIFA may however retain Your transaction history on the Platform or in Your Account and any other Delivery Partner records, for be legal purposes without any obligation to provide you with the data.
d. The termination of Your Account shall not relieve You of any liability that You may have incurred or may incur in relation to use of ODIFA Services or the Platform prior to such termination. Further, ODIFA shall not be liable to You or any third party for any termination of Your Account, or Your access to the Platform and ODIFA Services.
22. Violation of the Terms of Use
a. You also agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to ODIFA, for which monetary damages would be inadequate, and You consent to ODIFA obtaining any injunctive or equitable relief that ODIFA may deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that ODIFA may have at law or in equity.
b. If ODIFA does take any legal action against You as a result of Your violation of these Terms of Use, ODIFA will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to ODIFA.
23. Relationship of the Parties
Except as otherwise expressly provided herein to the relationship between ODIFA and Delivery Partner is solely that of independent contractors. The parties expressly agree that: (i) these Terms of Use do not create any relationship of employment with ODIFA nor does it impose any employer obligations on ODIFA (inter alia including obligations under labor laws and tax laws); and (ii) no joint venture, partnership, or principal-agent relationship exists between ODIFA and Delivery Partner(s). However, for the limited sole purpose of collection of DP Fees, Ride Cost, Fare etc., ODIFA may be engaging with third parties’ services on behalf of Delivery Partner, for collecting payments from Users on behalf of the Delivery Partner.
24. Miscellaneous Terms
a. Modification. ODIFA reserves the right to modify these Terms of Use, effective upon publishing an updated version on the Platform. ODIFA shall not be required to notify You of any changes made to the Terms of Use. You are requested to regularly visit the homepage to view the most current Terms of Use. You can determine when ODIFA last modified the Terms of Use by referring to the “Last Updated” legend above. It shall be Your responsibility to check these Terms of Use periodically for changes. ODIFA may require You to provide Your consent to the updated Terms of Use in a specified manner prior to any further use of the Platform. If no such separate consent is sought, Your continued use of the ODIFA Services, or the Platform will constitute Your acceptance of those changes.
b. Supplemental Terms. Supplemental terms may apply to Your use of the Platform or the ODIFA Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified by ODIFA from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, these Term of Use. Supplemental Terms shall prevail over these Terms of Use in the event of a conflict.
c. Severability.If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Terms of Use but the legality, validity and enforceability of the remainder of this Agree shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a(part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the)provision, given the contents and purpose of these Terms of Use.
d. Assignment. You shall not assign or transfer these Terms of Use or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of ODIFA. ODIFA may assign or transfer any or all of its rights or obligations hereunder, in whole or in part, under these Terms from time to time without consent
e. Notices. Any notice delivered by ODIFA to You under these Terms of Use will be delivered by email to the email address associated with Your Account or by posting the same on the Platform. Any notice delivered by You to ODIFA under these Terms of Use will be delivered by contacting ODIFA on support@odifa.in and/or its support representatives.