DELIVERY SERVICES POLICY

Notwithstanding the generality of the terms of use, these terms and conditions specifically apply to the delivery services are to be read in consonance with the terms of use.

1. Delivery Services;
2. The pickup & drop services allow for users to connect with delivery partners and non-tied up merchants, to fulfill tasks raised by such users, including, tasks to purchase, pick up and drop items (the “user items”) from non-tied up merchant locations (“pick-up location”) and to drop to another location (“drop location”), each a “delivery task”. It is expressly clarified that ShopCardd merely acts as a technology platform to facilitate delivery tasks initiated on the platform and ShopCardd does not assume any responsibility or liability for any form of deficiency of services on part of the non-tied up merchants or the delivery partner.
3. Upon initiation of a request for a delivery task, depending upon the availability and acceptance of the delivery partner, a delivery partner is assigned to such task. The delivery partner shall send photos of the user items on the platform (“user item picture/(s)”) along with the corresponding value on the platform for user confirmation. Users are instructed to cautiously review and confirm the users item pictures prior to initiating payment. User confirmation of the user item pictures shall be relied upon by the ShopCardd in case any dispute is raised between a user and the delivery partner. In case, the user item picture/(s) is different from the user item listed on the platform, users should immediately reach out to the assigned delivery partner and request them to share the correct user item picture/(s). User confirmation to a user item picture shall be construed as a deemed acceptance for the modified/different user item.
4. In using the delivery services, the users understand, agree, acknowledge and accept that:
5. The delivery partners’ engagement with ShopCardd is on a principal to principal, non-exclusive and voluntary basis. No control is exercised by ShopCardd on the delivery partners and there is no employer-employee relationship between ShopCardd and the delivery partners.
6. Acceptance of a delivery task by a delivery partner shall constitute an independent contractual arrangement for services between users and the delivery partner.

iii. ShopCardd is not responsible for any non-performance or breach of any delivery task by the delivery partners. ShopCardd does not guarantee the performance of any delivery task by the users or the delivery partners respectively, of any delivery task initiated on the platform.

1. ShopCardd is not a retail store, restaurant, food delivery service, merchandise delivery service, a courier or shipping service or food preparation entity. ShopCardd operates an online marketplace and does not at any point of time during any transaction hold any right, title or interest over the items being transported pursuant to any delivery task.
2. The pick-up location and the drop location have been voluntarily added by the user on the platform, and the user’s location data is collected in accordance with the terms of use and privacy policy.
3. Users are aware of the items to be transported through a delivery task, and that delivery tasks cannot be initiated, for item(s) which are illegal, hazardous, dangerous, or otherwise restricted or constitute items which are prohibited by any statute or law or regulation. Such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewelry, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier’s cheques, travellers’ cheques, money orders, passports, credit/debit/{ATM} cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances.

vii. Delivery tasks cannot be raised for dispatch of item(s) which require a special transportation permit or require any special license under applicable law.

vii. Upon becoming aware of the commission any offence or intention to commit any offence during a delivery task, delivery partners may report such information to the law enforcement authorities.

1. The delivery partner shall upon reaching the non-tied up merchant outlet shall intimate users about the user item price and users shall be required to confirm the purchase of the user items. Users shall make the payment for the same to complete the transaction.
2. PAYMENTS

While availing delivery service, users shall pay the purchase price of the user items through the platform, as may be communicated by the delivery partner on behalf of the non- tied up merchant. Only upon processing such an agreed amount via platform, shall the delivery partner purchase the user items and complete the delivery service.

1. CANCELLATIONS

Delivery tasks are not entitled to be cancelled once confirmed on the platform. Cancellation post confirmation shall be subject to a cancellation fee as indicated to you on the platform.

PARTNER TERMS/ DELIVERY TEAM;

These terms of use (“terms of use”) describe the terms on which the delivery partners(“you” or “your” or “yourself” or “delivery partner”)interested in registering or availing ShopCardd services (defined below) and accessing the platform www.shopcardd.com and the mobile application “ShopCardd” owned and operated by Shopcard Business Promotion  Private Limited (“ShopCardd”) and licensed for use on a revocable, non-exclusive, temporary, non-assignable basis to you, collectively referred to as, the “platform”, connect with the users registered on the platform (“users”) and the merchants registered on the platform (“merchants”) to provide your transportation, delivery and logistics services to them, as may initiated by them on the platform.

Please read the terms of use carefully before using or registering on the platform or availing the ShopCardd services or accessing/using any material, information through the platform. Your use of the platform or ShopCardd services shall signify your acceptance of the terms of use and your agreement to be legally bound by the same.

Use of and access to the platform is offered to you only upon acceptance of all the terms, conditions and notices contained in this terms of use, along with any amendments made by ShopCardd at its sole discretion and posted on the platform. By using the platform or the ShopCardd services, you agree that you have read, understood and agreed to be bound by these terms of use and the platform’s privacy policy available at https://www.shopcardd.com/privacy.

• You hereby acknowledge and agree that ShopCardd is a technology services provider that does not; Provide delivery partner/delivery team services (defined below), or (ii) function as a transportation/logistics carrier, (iii) operate as an agent for the delivery of goods /items purchased, logistic services and transportation of passengers.

1. Delivery partner/delivery team 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.

1. 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   from the merchant to the user, you acknowledge that ShopCardd is only a facilitator of the transactions that take place on the platform and ShopCardd 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.
2. Pick up and drop off services.You acknowledge that users may initiate at 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.

iii. 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 service 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 ShopCardd will not be responsible for the item purchased or for any loss/damaged caused to the item during transit.

1. Bike taxi.You acknowledge that in specific permissible territories, user may initiate transactions on the platform requesting for transportation services from you “bike taxi services”. You shall provide the bike taxi services using your vehicle, which is so permitted to be used for bike taxi services. You acknowledge and agree that while performing the bike taxi services, you shall act in accordance with the instructions provided by the user.
2. Bike pool.You acknowledge that in specific permissible territories, user may initiate request for shared transportation from you “bike pool services”. You shall assist the user to commute between certain location en-route to your final destination using your vehicle. You acknowledge and agree that the bike pool service is not intended for commercial use and is meant to share the cost of the ride.
3. For the purposes of this term of use, delivery services pick up and drop off services, purchase services, bike taxi services, and bike pool services shall herein after together be referred to as the “delivery team services”.

vii. You shall provide the delivery team services, only in the applicable territory in accordance with these terms of use and applicable law. For the purposes of this terms of use “territory” means the city or metro areas in the territory of India, which delivery partners are enabled by the platform to receive requests for delivery team services?

1. Registration
2. You shall be permitted to access the platform, avail the ShopCardd services and connect with the users and merchants on the platform, as the case maybe, to provide delivery team services only upon creating an account (defined below) and obtaining a registration on the platform. Your ability to continue using the platform, avail ShopCardd services and provide delivery team 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 ShopCardd. It is your responsibility to provide all your current, updated and requisite details. You shall be required to provide ShopCardd, at the time of registration, forth with upon any revision, and at any time on ShopCardd’s request, with information and documentary evidence pertaining to you, any authorizations that you may have, contact details and other details as requested by ShopCardd. The document/information that ShopCardd may need from your end shall be intimated to you from time to time. ShopCardd reserves the right to independently verify your documentation from time to time in any way ShopCardd deems appropriate in its reasonable discretion.
3. Upon registration on the platform, you will receive a delivery partner identification number (“delivery team id”). The delivery team id is specific to you only. You are responsible for all delivery team services provided under the delivery team id allocated to you.

iii. 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 ShopCardd 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. ShopCardd 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 ShopCardd 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.

1. ShopCardd 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 delivery team services performed by you for the users, and is not false or misleading in any manner. ShopCardd does not independently verify the information. ShopCardd shall in no way be responsible or liable for the accuracy or completeness of any information provided by you.
2. Registration fee.ShopCardd may charge a non-refundable on boarding fee at the time of registration on the platform.

1. ShopCardd Services

The platform provides you with the following services (“ShopCardd services”)-

1. License to the platform;
2. Where authorized collection of your fee for delivery team services?

iii. It may facilitate the issuance of invoice/payment statement to the users, on your behalf

1. Provision of delivery team services;

• When you are logged into your account on the platform, users’ requests for delivery team 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 delivery team 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”).
• Once you have accepted a user’s request for delivery team services, with respect to bike taxi or bike pool service, you shall be encouraged to follow the guidelines and standards as may be formulated by ShopCardd with respect to safety, etiquettes, etc. From time to time. While performing these delivery team services, you shall also be responsible to abide by the safety conditions as may be required by a relevant state / central authority.
• You hereby acknowledge and agree that once you have accepted a user’s request for delivery team 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, you’re driving license information and your vehicle registration number and other personal information necessary for the successful and timely accomplishment of the delivery team services.
• 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 delivery team services through the platform in accordance with these terms of use and applicable law.
• You shall provide valid invoices issued by merchants to the user for the items covered under delivery team 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.
• You shall transport all items for the users and provide all delivery team 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.
• With respect to delivery team 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 delivery team 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.

1. Delivery partners relationship with ShopCardd;
2. ShopCardd 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 delivery team services by the delivery partners or maintenance of delivery partner’s vehicle or compliance with applicable laws applicable to delivery partners of delivery team services. It is hereby clarified that there is no employer-employee relationship between ShopCardd and the delivery partners. Delivery partner acknowledges that ShopCardd does not control, or purport to control:
3. When or for how long will the delivery partner utilize the platform or the ShopCardd services; or

• Delivery partners decision, via the platform, to attempt to accept or to decline or ignore a user’s request for delivery team services on the platform, subject to ShopCardd’s then-current cancellation policies.

1. You are not an employee of ShopCardd. You may thus choose to engage with other occupations or means of livelihood. There is no exclusivity arrangement with ShopCardd 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 ShopCardd and undertake not to hold you self out as an employee, agent or authorized representative of ShopCardd or its affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an employee, agent or representative of ShopCardd, you undertake and agree to indemnify, defend and hold ShopCardd 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.

iii. Your account may be deactivated or otherwise restricted from accessing or using the platform or the ShopCardd services in the event of a violation of these terms of use, disparagement of ShopCardd or any of its affiliates, or your act or omission that causes harm to ShopCardd’s or any of its affiliates’ brand, reputation or business as determined by ShopCardd in its sole discretion. ShopCardd also retains the right to deactivate or otherwise restrict you from accessing or using the platform or the ShopCardd services for any other reason at the sole and reasonable discretion of ShopCardd.

1. You agree that you may require certain enablers such as bikes, mobile phones, helmets, bags or other such instruments for you to perform delivery team services. ShopCardd is not responsible to provide any such support to you. In particular, ShopCardd 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 ShopCardd services.
2. ShopCardd may from time to time provide you with certain advisories in respect of your performance of the delivery team 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.
3. You may from time to time receive notice of certain welfare/benefit programs that you may avail as part of the ShopCardd eco-system. Availing such benefits is subject to your choice and opt-in. These benefits will be provided to you by third party service providers who ShopCardd does not control or sponsor. You will not receive any employee benefits.

vii. To facilitate provision of delivery team 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 ShopCardd. The choice of availing all such services is yours. ShopCardd is not responsible for such services provided by third parties. If you choose to avail such benefits you authorize ShopCardd to share information about you as required for such third party to provide the services to you.

1. Delivery partner’s relationship with users;
2. Delivery partner acknowledges and agrees that its provision of delivery team services to users creates a legal and direct business relationship between the delivery partner and the user, to which ShopCardd is not a party. ShopCardd 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 delivery team 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.

1. Ratings;
2. You agree that: {a} after providing delivery team services to a user, the platform will prompt the user with an option to provide a rating of such delivery team service provided by you and, optionally, to provide comments or feedback about you and such delivery team service; and {b} after providing the delivery team 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.
3. In order to continue to receive access to the platform and the ShopCardd services, you hereby acknowledge that you must maintain an average rating by users that exceeds the minimum average acceptable rating established by ShopCardd 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, ShopCardd 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), ShopCardd may deactivate your access to the platform and the ShopCardd services.

iii. ShopCardd and its affiliates reserve the right to use share and display your ratings and comments in any manner in connection with the business of ShopCardd and its affiliates without attribution to or approval of delivery partners and you hereby consent to the same. ShopCardd 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 ShopCardd’s or its affiliates’ content policies.

1. Devices;
2. In order to access the platform and provide the delivery team services to the users, you may use your own device (“delivery partner device”).

• While using a delivery partner device; you shall be responsible for the acquisition, cost and maintenance of such delivery partner device as well as any necessary wireless data plan;
• ShopCardd 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 delivery team services to the user using the delivery partner device; or you have deleted your account from the platform.
• You hereby agree that; use of the platform and ShopCardd 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;
• Use of the platform on a delivery partner device as an interface with the ShopCardd services may consume very large amounts of data through the data plan. ShopCardd advises that delivery partner devices should only be used under a data plan with unlimited or very high data usage limits, and ShopCardd shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan during the performance of delivery team services.

1. Location Based Services;

You acknowledge and agree that your geo-location information is required from you to provide the delivery team services to the users, using the platform and is required by ShopCardd for it to provide you with ShopCardd services. You acknowledge and hereby consent to the following:(a) your geo‐location information will be monitored and tracked by ShopCardd, when you are logged into your account on the platform and available to receive requests for providing delivery team 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 delivery team services to such user. In addition, ShopCardd 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 providing and improving ShopCardd’s products and services.

1. Delivery Partners and Vehicles;
2. 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 as following Id’s

• A valid driver’s license (if applicable) with the appropriate level of certification to operate the vehicle driven/ridden by you,
• All licenses, permits, approvals and authority applicable to your vehicle (if applicable) that are necessary to provide delivery team services;
• The appropriate and current level of training, expertise and experience to provide delivery team services in a professional manner with due skill, care and diligence;
• A high standard 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.

1. Vehicle requirements. You acknowledge and agree that your vehicle with which you choose to provide delivery team services shall be;

• Operated in compliance with all applicable laws;
• 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 items/product purchased in the territory on behalf of the user;
• Suitable for performing the passenger transportation service, shared mobility services and/or to transport items as contemplated by these terms of use;
• Maintained in good operating condition, consistent with industry safety and maintenance standards for a vehicle of its kind and any additional standards or requirements in the applicable territory, and in a clean and sanitary condition (together herein after referred to as“ vehicle specification”).

1. Financial terms;
2. 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.
3. Fare calculation for bike taxi services. For the bike taxi services provided by you to users in specified territories, you are entitled to charge a fare to the user for each instance of completed bike taxi services provided to a user through the platform (“fare”). The fare is calculated based upon a base fare amount (which shall be determined as per rate card/guidelines provided by ShopCardd to the delivery partner) plus distance (as determined by ShopCardd using location-based services enabled through the delivery partner device) and/or time amounts, for the applicable territory and toll charges, if any (“fare calculation”).

iii. Changes to fare calculation. ShopCardd reserves the right to change the fare calculation at any time based upon local market factors, and ShopCardd will provide notice to the delivery partner in the event of such change that would result in a change in the recommended fare. Continued use of the ShopCardd services after any such change in the fare calculation shall constitute your consent to such change.

1. Ride cost. For the bike pool services provided by you to users in specified territories, you are entitled to share the cost of your ride with the user for each instance of completed bike pool services provided to a user through the platform (“ride cost”). The ride cost is calculated based upon the average cost arrived during travel of per kilometer of distance. The ride cost is determined by considering the maximum usability (in kilometers) of vehicle, cost of acquisition of vehicle, residual value of vehicle, maintenance cost, fuel & insurance cost etc.
2. Fare / Ride cost adjustment; any adjustment to fare/ride cost for instances such as technical error in the ShopCardd services or force majeure events etc., shall be subject to uniform polices applicable from time to time.
3. Cancellation Charges.; You acknowledge and agree that users may elect to cancel requests for delivery team services that have been accepted by you at any time prior to the provision of delivery team services. In the event that a user cancels an accepted request for delivery team services, ShopCardd may charge the user a cancellation fee on behalf of you. If charged, this cancellation fee shall be deemed ride cost/fare/delivery team fees for the cancelled delivery team services and shall be remitted to you (“cancellation fee”).

vii. Taxes: You acknowledge and agree that you are required to as follows;

• Complete all tax registration obligations (if any) and calculate and remit all tax liabilities related to the provision of delivery team services as required by applicable law;
• Provide ShopCardd 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 delivery team services. Notwithstanding anything to the contrary in this agreement, ShopCardd may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of delivery team 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 ShopCardd shall be entitled to deduct tax at source in accordance with applicable law, prior to making any payouts to you.

1. Proprietary Rights and License
2. License Grant; Subject to the terms and conditions of these terms of use, ShopCardd 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 ShopCardd services solely for the purpose of providing delivery team services to users. Further, subject to the terms and conditions of these terms of use, ShopCardd hereby grants the delivery partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license to use the proprietary marks of ShopCardd for the sole purpose of providing the delivery team services. All rights not expressly granted to delivery partner are reserved by ShopCardd, its affiliates and their respective licensors.
3. Restrictions; you shall not, and shall not allow any other party to following as follows;

• License, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the ShopCardd services, platform or (if applicable) in any way;
• To modify or make derivative works based upon the ShopCardd services or platform;
• Iimproperly use the ShopCardd services or platform, including creating internet “links” to any part of the ShopCardd services or platform, “framing” or “mirroring” any part of the ShopCardd services or platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the ShopCardd services or the platform;
• To Reverse engineer, decompile, modify, or disassemble the ShopCardd services or platform;
• To 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 ShopCardd services or platform as mentioned

• To design or develop a competitive or substantially similar product or service;
• To copy or extract any features, functionality, or content thereof;
• To launch or cause to be launched on or in connection with the ShopCardd 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 ShopCardd services/platform;
• To attempt to gain unauthorized access to the ShopCardd services or its related systems or networks;
• To defame, abuse, harass, threaten or otherwise violate the legal rights of others;
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• To 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;
• To 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;
• To 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;
• To engage in any activity that interferes with or disrupts access to the platform or the ShopCardd services (or the servers and networks which are connected to the platform;
• To attempt to gain unauthorized access to any portion or feature of the platform, any other systems or networks connected to the platform, to any ShopCardd server, or to any of the ShopCardd services offered on or through the platform, by hacking, password mining or any other illegitimate means;
• To 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.
• To 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 ShopCardd 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;
• To 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;
• 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;
• To 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;
• To 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 ShopCardd or other third parties;
• To 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;
• To misuse the personal information of the registered users or use their personal information or disclose such personal information for any purpose other than to fulfill your obligations under these terms of use;
• Violate any code of conduct or other guidelines, which may be applicable for or to any particular ShopCardd service;
• 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;

iii. Ownership. The ShopCardd services, platform and ShopCardd data; including all intellectual property rights therein are and shall at all time remain the property of ShopCardd, its affiliates or their respective licensors, as the case maybe. Neither this terms of use nor your use of the ShopCardd services, platform or ShopCardd data conveys or grants to you any rights as follows{defined below};

• in or related to the ShopCardd services, platform or ShopCardd data,, except for the limited license granted under these terms of use;
• To use or reference in any manner ShopCardd’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 ShopCardd’s rights in its ShopCardd family of trademarks and names, including ShopCardd, alone and in combination with other letters, punctuation, words, symbols and/or designs, and the ShopCardd logo “ShopCardd marks and names”. You agree that you will not try to register or otherwise claim ownership in any of the ShopCardd marks and names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

1. For the purposes of these terms of use “ShopCardd data”means all data related to the access and use of the ShopCardd 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 ShopCardd services and the platform, and the delivery team id.
2. CONFIDENTIALITY
3. 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 ShopCardd data, delivery team 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).
4. Each party acknowledges and agrees that: (i)

• All confidential information shall remain the exclusive property of the disclosing party;
• It shall not use confidential information of the other party for any purpose except in furtherance of its obligation under the terms of use;
• 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;
• It shall return or destroy all confidential information of the disclosing party upon the termination of these terms of use or at the request of the other party subject to applicable law and, with respect to ShopCardd, its internal record keeping requirements.

iii. 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 delivery team services in accordance with the provisions of these terms of use.

1. 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.
2. ACCESS TO PLATFORM.
3. Notwithstanding these terms of use, ShopCardd reserves the right to temporarily or permanently, as it may deem fit, discontinue your access to the platform, ShopCardd services and/or de-list you from the platform with immediate effect in the following instances:

• .User complaints received by ShopCardd which are directly attributable to you; or
• Breach of the provisions of any applicable law; or
• Breach of the representations and warranties under these terms of use; or
• Any other breach of the terms of use, ShopCardd’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);
• The provision of the ShopCardd services to you by ShopCardd is, in the opinion of ShopCardd, no longer commercially viable or in any way detrimental to ShopCardd, its business or the platform;
• You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or ShopCardd has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
• ShopCardd has elected to discontinue, with or without reason, your access to the platform, ShopCardd services or any part thereof.

1. 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.

1. 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. ShopCardd does not provide any guarantee with respect to any the third-party content and ShopCardd 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, ShopCardd shall not be held liable for the same at any instances.

1. 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.

1. WARRANTIES, COVENANTS AND DISCLAIMERS
2. You agree to use the platform and the materials provided therein only;

• For purposes that are permitted by the terms of use;
• In accordance with any applicable law, regulation or generally accepted practices or guidelines.

1. You hereby represent and warrant that:

• you have full power and authority to enter into this terms of use and perform your obligations hereunder;
• 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;
• 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 delivery team services using the required vehicle pursuant to this terms of use.

iii. 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.

1. You represent and warrant that you upon performing the delivery team services, promptly and accurately update on the platform that you have completed such delivery team services or delivered the item, as the case may be.
2. You represent and warrant that all governmental authorizations, consents, licenses, registration, approvals and other consents required under applicable laws for the provision of delivery team services have been obtained and shall remain in force for as long as you are using the platform and availing the ShopCardd services or during the provision of delivery team services by you.
3. 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 ShopCardd. 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.
4. You acknowledge and agree that by accessing or using the platform or ShopCardd 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. ShopCardd disclaims all liabilities arising in relation to such offensive content on the platform.

vii. 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 ShopCardd 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 ShopCardd’s (and ShopCardd’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 ShopCardd 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.

1. Disclaimer of warranties; you hereby accept and acknowledge that, the ShopCardd services and platform is provided on an “as is” and “as available” basis. ShopCardd does not represent, warrant or guarantee that your access to or use of the ShopCardd services or platform; {a}prs will be uninterrupted or error free; or (ii) will result in any guaranteed requests for delivery team services. ShopCardd 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 delivery team services from you, and ShopCardd need not screen or otherwise evaluate users. By using the ShopCardd 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 ShopCardd services or the platform. ShopCardd expressly disclaims all liability for any act or omission of any delivery partner, any user, merchant or other third party.
2. No service guarantee. ShopCardd does not guarantee the availability or uptime of the ShopCardd services or the platform. You acknowledge and agree that the ShopCardd services or platform may be unavailable at any time and for any reason; for example, Due to scheduled maintenance or server failure. Further, the ShopCardd 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 ShopCardd is not responsible for any delays, delivery failures or other damages, liabilities or losses, costs resulting from such problems.
3. INDEMNIFICATION

You shall indemnify, defend and hold harmless ShopCardd 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: [a]. your breach of your representations, warranties or obligations under this terms of use; or [b] a claim by a third party ; including users, merchant, regulators and governmental authorities directly or indirectly related to; your provision of delivery team services or use of the ShopCardd services or the platform,; your acts of negligence or willful misconduct in performance of this terms of use.

1. LIMITS OF LIABILITY;

ShopCardd 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 here in;

• Any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or [a] 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 ShopCardd or its affiliates under these terms of use exceed INR 99/- (Ninety Rupees Only). You acknowledge and agree that any and all claims you have or purport to have against ShopCardd and/or its affiliates should be notified to ShopCardd 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.

1. TERM AND TERMINATION
2. These terms of use will continue to apply until terminated by either you or ShopCardd as set forth below “TERM”. These terms shall continue to apply so long as you continue to access the platform.
3. If you want to terminate these terms, you can write a mail; ShopCardd to close your account; or not accessing the platform. Such termination shall take effect after 10days of receipt of the above notice and ShopCardd shall delist the delivery partner at the end of the 11th day.

iii. Upon termination of your account, the delivery team id allotted to you, and/or any other content or materials related to you shall be deleted. ShopCardd may however retain your transaction history on the platform or in your account and any other delivery partner records, for the legal purposes without any obligation to provide you or data;

1. 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 ShopCardd products & services or the platform prior to such termination; here, ShopCardd shall not be liable to you or any third party for any termination of your account, or your access to the platform and ShopCardd product and services.
2. VIOLATION OF THE TERMS OF USE
3. 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 ShopCardd, for which monetary damages would be inadequate, and you consent to ShopCardd obtaining any injunctive or equitable relief that ShopCardd may deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that ShopCardd may have at law or in equity.
4. If ShopCardd does take any legal action against you as a result of your violation of these terms of use, ShopCardd 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 ShopCardd.

. Y.RELATIONSHIP OF THE PARTIES

Except as otherwise expressly provided herein to the relationship between ShopCardd and delivery partner is solely that of independent contractors. The parties expressly agree that: [a] these terms of use do not create any relationship of employment with ShopCardd nor does it impose any employer obligations on ShopCardd inter alia including obligations under labor laws and tax laws); and [b] no joint venture, partnership, or principal-agent relationship exists between ShopCardd and delivery partners. However, for the limited sole purpose of collection of delivery team fees, ride cost, fare etc., ShopCardd may be engaging with third parties’ services on behalf of delivery partner, for collecting payments from users’ onbehalf of the delivery partner.

1. MISCELLANEOUS TERMS
2. MODIFICATION; ShopCardd reserves the right to modify these terms of use, effective upon publishing an updated version on the platform. ShopCardd 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 ShopCardd 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. ShopCardd 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 ShopCardd services or the platform will constitute your acceptance of those changes.
3. SUPPLEMENTAL TERMS; Supplemental terms may apply to your use of the platform or the ShopCardd services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified by ShopCardd 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 terms of use. Supplemental terms shall prevail over these terms of use in the event of a conflict.

iii. 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.

1. 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 ShopCardd. ShopCardd 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.
2. NOTICES. Any notice delivered by ShopCardd 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 ShopCardd under these terms of use will be delivered by contacting ShopCardd on [email protected] and/or its support representatives.
3. GOVERNING LAW; arbitration. This term of use shall be governed exclusively by laws of India and the parties expressly submit to the exclusive jurisdiction of the courts of Nagpur. In the event of any dispute, claim or controversy arising under, or in relation to, this term of use “dispute”, such dispute shall be resolved by arbitration in accordance with the arbitration and conciliation act, 1996. The dispute shall be settled by a sole arbitrator, solely appointed by ShopCardd pursuant to the provisions of the arbitration and conciliation act, 1996. The seat of arbitration shall be Nagpur India and the arbitration proceedings shall be governed by the provisions of the arbitration and conciliation act, 1996, as amended from time to time. All arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding on the parties and shall be enforceable in any competent court of law, and the parties agree to be bound thereby and to act accordingly.

PICK UP AND DROP OFF TERMS

Notwithstanding the generality of the terms of use, these terms and conditions specifically, apply to the pickup & drop services are to be read in consonance with the terms of use.

1. Pick Up & Drop Services;
2. The pickup & drop services allow for users to connect with delivery partners, to fulfill tasks raised by such users, including, tasks to pick up and drop items (the “user items”) from one location “pick-up location” and to drop to another location (“drop location”), each a “pick up & drop task”. It is expressly clarified that ShopCardd merely acts as a technology platform to facilitate pick up & drop tasks initiated on the platform and ShopCardd does not assume any responsibility or liability for any form of deficiency of services on part of the delivery partner.
3. Upon initiation of a request for a pick up & drop task, depending upon the availability and acceptance of the delivery partner, a delivery partner will be assigned to such task. The delivery partner shall pick up the user items from the pick-up location and drop off the user items at the drop location.
4. In using the pickup & drop services, the users understand, agree, acknowledge and accept that:
5. The delivery partners’ engagement with ShopCardd is on a principal to principal, non-exclusive and voluntary basis. No control is exercised by ShopCardd on the delivery partners and there is no employer-employee relationship between ShopCardd and the delivery partners.
6. Acceptance of a pickup & drop task by a delivery partner shall constitute an independent contractual arrangement for services between users and the delivery partner.

iii. ShopCardd is not responsible for any non-performance or breach of any pick up & drop task by the delivery partners. ShopCardd does not guarantee the performance of any pick up & drop task by the users or the delivery partners respectively, of any pick up & drop task initiated on the platform.

1. ShopCardd is not a retail store, restaurant, food delivery service, merchandise delivery service, a courier or shipping service or food preparation entity. ShopCardd operates an online marketplace and does not at any point of time during any transaction hold any right, title or interest over the items being transported pursuant to any pick up & drop task.
2. The pick-up location and the drop location have been voluntarily added by the user on the platform, and the user’s location data is collected in accordance with the terms of use and privacy policy.
3. They are aware of the items to be transported through a pick up & drop task, and that pick up & drop tasks cannot be initiated, for items which are illegal, hazardous, dangerous, or otherwise restricted or constitute items which are prohibited by any statute or law or regulation. Such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewelry, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier’s cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances.

vii. Pick up & drop tasks cannot be raised for dispatch of items which require a special transportation permit or require any special license under applicable law.

viii. Upon becoming aware of the commission any offence or intention to commit any offence during a pick up & drop task, delivery partners may report such information to the law enforcement authorities.

1. PAYMENTS;

While initiating a pick up & drop task, users shall pay the corresponding service fees as displayed on the platform upfront. Only on successful receipt of the service fee, will the delivery partner initiate/complete the pickup & drop task.

1. CANCELLATIONS;

Pick up & drop tasks are not entitled to be cancelled once confirmed on the platform. Cancellation post confirmation shall be subject to a cancellation fee as indicated to you on the platform.

Merchant Terms

Merchant “pharmacy” partner terms of use

The ShopCardd master framework letter, “LETTER” along with the merchant partner terms of use “TERMS”, represents and confirms our mutual terms with respect to the merchant partner’s participation on the proprietary mobile platform currently made available by ShopCardd  business promotion  private limited {“ShopCardd” or “us”} or its affiliates, from time-to-time, and referred to as the “ShopCardd app”. Upon signing by both parties, the letter and the ShopCardd merchant terms of use binding and enforceable legal contract between you and ShopCardd as of the date set forth above “EFFECTIVE DATE”;

The terms with you are as follows:

1. Structure of Terms

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

2. Intended projects

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

3.

The suggested search term(s) or merchant item(s) visible on the ShopCardd app is the general availability of item(s) during the merchant’s normal business hours. The merchant’s customers (the “buyers” and/or “ShopCardd app users”/” user(s)”) may select item(s) from the displayed search term(s)/listing(s) on the ShopCardd app.

4. Delivery

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

5. Availability of item(s)
6. A. Item(s).ShopCardd will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of items made available via the ShopCardd app. You are fully responsible for quality, safety and delivery of the items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the items (“criteria”) and you are solely responsible for ensuring that the items meet such criteria when they are made available via the ShopCardd app. In the event of failing to provide items that adhere to the criteria (each, a “substandard item”), ShopCardd is under no obligation to make such substandard items available for sale via the ShopCardd app.
7. B. Taxes.You are responsible for determining and setting the retail price (“retail price”) for each item and duly informing ShopCardd from time to time, including any item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller”of all items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“indirect tax”) and the responsible party for collection and remittance of applicable indirect tax. For the sake of clarity, the retail price for each item shall include indirect tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this terms, each party shall be responsible for its expenses and costs during its performance under this terms.
8. C. Item inventory.You maintain title to all item inventory until each item is delivered to a user. You are responsible for the costs of all items. Whenever a user wishes to avail items or service as identified by the app, ShopCardd will notify the merchant partner of the specifications and particulars of the order as is received from the user. Upon receipt of an order request from a user, the merchant partner shall keep ready the product or provide any service as required by the user. In the event the specifications are not sufficient for the merchant partner to process any order, the merchant partner must seek further information as required.
9. D.Notwithstanding these terms, ShopCardd reserves the right to temporarily discontinue services or permanently terminate with immediate effect for material breach or non-compliance by the merchant partner which includes, but is not limited to, the following instances:

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

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

(iii). Breach of the provisions of the drugs and cosmetics act, 1940 and the rules, including any other law applicable to the merchant partner;

(iv). Breach of the representations and warranties of the merchant partner; or

(v). any other material breach of the terms.

Notwithstanding anything contained under these terms, ShopCardd has the right to immediately delist any of the item(s) from the platform, which is not in compliance with applicable law or the rules or regulations, made there under.

5. E.You are responsible for costs related to reimbursement to the users in the event users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to merchant partner, including but not limited to, user’s expectations not being met or user dissatisfaction in relation to, inter alia, the quality of the item(s), undelivered item(s), discrepancy in the item(s) delivered which is not in accordance with the item placed and/or those item(s) for which user requests for a replacement. (“disputed orders”) any such user(s) request a refund for any item(s) (including, without limitation, any costs associated with retrieving any such item(s), if applicable), for reasons that are considered by ShopCardd in its sole discretion as reasonable, for (i) request by the users of refund or (ii) acceptance by the delivery partner of the request. ShopCardd may deduct refunds from the payment made to you under these terms.
6. F.It is clarified that ShopCardd shall not be liable to make any payment for a disputed order. ShopCardd shall reserve the right to recover from merchant partner, the amount paid to users/buyers as refund upto the order value.
7. G.In case of complaints from the user pertaining to item quality, or any other such issues, ShopCardd shall notify the same to merchant partner and shall also redirect the buyer to the consumer call center of the merchant. Merchant partner shall alone be liable for redressing and bound to take action on the complaints by the user. ShopCardd has the right to share with the merchant partner, the relevant information including the merchant details to enable satisfactory resolution of the complaint. ShopCardd shall in the interest of satisfactory resolution of the complaint, share with the user, relevant information pertaining to the order along with merchant details.
8. H. Service fee.In consideration for use of the ShopCardd app, ShopCardd will charge you a service fee as specifically set forth on each applicable addendum as well as the letter. All fees under these terms shall be paid in Indian rupees and are exclusive of any taxes, including indirect tax and withholding tax, if applicable.
9. I.ShopCardd does not guarantee that you will be matched with the delivery partner at the time you wish to be matched. ShopCardd shall not be liable for any failure to match.
10. Promotional activities
11. A. Marketing.ShopCardd will each showcase the availability of the items via the ShopCardd app through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
12. B. Marks.Subject to the terms and conditions of this terms, each party hereby grants to the other party (and, in the case of ShopCardd, to its affiliates) a limited, non-exclusive and non-transferable license during the term to use the such party’s respective marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable addendum. For purposes of this term, the term “marks”will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
13. C. Publicity.Except as may be expressly set forth in this terms or an applicable addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this terms or otherwise, without the prior written consent of such other party.
14. D. Privacy.“personal data”means any information obtained in connection with this terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process personal data solely for the purpose of performing the services contemplated by this terms. Merchant shall maintain the accuracy and integrity of any personal data provided by ShopCardd in its possession, custody or control. Merchant agrees to retain personal data provided to merchant by ShopCardd solely by using the software and tools provided by ShopCardd.
15. Non-exclusive

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

8. Confidential information

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

9. Representations and warranties; disclaimer
10. A.Each party hereby represents and warrants that: (a) it has full power and authority to enter into this terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term as defined below will not enter into, any terms that would prevent it from complying with or performing under this terms in your case, including without limitation, any exclusive terms with any third parties for the availability of item via a technology platform; and (d) the content, media and other materials used or provided as part of this terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
11. B.The merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this terms including, but not limited to, the drugs and cosmetics act, 1940 and rules and regulations made there under, including any law applicable to its engagement of delivery partners.
12. C.The merchant further represents and warrants that the details of the tax registrations provided by the merchant and indirect tax to be levied on each item to be made available for sale via the ShopCardd app is as per addendum ii, forming integral part of this terms. The merchant further confirms and declares that the information provided in addendum iiand the copies of tax registrations, are true and correct, and assumes responsibility to intimate ShopCardd in case of any change in the provided information. The merchant undertakes that all indirect tax applied on each item and delivery made available for sale via the ShopCardd app would be deposited with the government treasury within stipulated timelines.
13. d.except as set forth herein, each party makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding its services or products or purpose of this terms.
14. Indemnification
15. a. Indemnified claims.Each party (the “indemnifying party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “indemnified party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “losses”) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of the indemnifying party and its employees or agents (in your case, excluding ShopCardd and delivery partners to the extent they are your agents pursuant to section 3) in their performance of this terms; (b) any claims that the indemnifying party breached its representations and warranties in this terms; (c) any claims that the indemnifying party’s marks infringe a third party’s intellectual property rights, as long as such marks have been used in the manner approved by the indemnifying party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the ShopCardd indemnified parties from and against any and all losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or willful misconduct of ShopCardd or its employees, agents or delivery partners.
16. b. Procedure.Each indemnified party shall provide prompt notice to the indemnifying party of any potential claim subject to indemnification hereunder. The indemnifying party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the indemnified party. The indemnifying party will not settle or compromise any claim, without written consent of the indemnified party, which will not be unreasonably withheld. The indemnified party will reasonably cooperate with the indemnifying party in the defense of a claim, at indemnifying party’s expense.
17. Limits of liability

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

12. Insurance

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

13. Term andTtermination

Either ShopCardd or the merchant partner can terminate this contract providing 15 days’ prior written notice to the other. ShopCardd shall delist the merchant partner at the end of the 15th day. Upon termination in accordance with the terms hereof, merchant partner shall only be required to service item(s) already placed through ShopCardd prior to such expiry or earlier termination of these terms, and ShopCardd shall be entitled to receive service fee for such item(s).

14. No waiver

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

15. Relationship

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

16. Governing law

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

17. Severability

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

18. Notice

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

Shopcard business promotion private limited
office at c/o mohd naimuddin mohd qamruddin, near nagoba temple telipura bajera, Nagpur, 440018. Maharashtra, India.

19.

If the merchant partner notices any discrepancy in the weekly settlement, the merchant partner may raise a ticket by writing an email to [email protected] and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

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

21.

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

22.

Any delay in or failure by either party in performance of this terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of government, acts of god, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “force majeure event”). The affected party will promptly notify the other party upon becoming aware that any force majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this term. This terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this terms, upon notice to the other party, to (a) an affiliate of ShopCardd (for ShopCardd), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bond, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this term. This terms contains the full and complete understanding and terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and terms, whether oral or written, relating such subject matter hereof. This terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by PDF format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

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• Community Standards and Guidelines
  • . Our strong relation is to empower people to locate and engage with other people, places and communities in their neighborhood. We believe that you, as a User, play the most important role in helping us do this every day, this is your platform. Every day, people come to ShopCardd to share their happiness, Relate and connect with new friends and earn JuGaad benefits for spreading locally, subject to reasonable restrictions.
    • . ShopCardd is about local, social communities. This is the reason we recommend all users to post, share and recommend content specific to places and experiences in their neighbours. The follow guidelines will help everyone build a better community around them.

1. We recommend you to complete your profile – this will help other users discover, and engage with you based on similar interests.
2. The User is encouraged to post and share your reviews at all products & services at market and other interesting places in your locality. Please always add the relevant location in context to the review.
3. Putting up posts which capture the essence of the place and their experiences will help your fellow users understand the place better.
4. The User is also encouraged to ask questions about different places and experiences and get feedback and reviews from co-users on the platform.
5. Liking posts randomly (people at their homes, not in proper dresses, hazy pictures, not looking at the camera) is discouraged.
6. Comments to a post not pertaining to or related to the post, person, place or their review on the experience are also discouraged. Please try and make the comments interesting so that other users also look up to you and want to stay in touch with you.
7. Posting any misleading links in comments, and content that expresses obscenity, vulgarity, hatred, racism, or gratuitous violence is prohibited, and will face disciplinary action, including but not limited to permanent ban.

1. General Code of Conduct: ShopCardd best wishes for each user to have a safe and pleasant experience while on our platform. As a user of the ShopCardd you should uphold these following codes of conduct inter alia, subject to periodic review and change by ShopCardd, as this is your app and your community.
   • . You will not threaten, stalk, defame, defraud, degrade, victimize or intimidate an individual or group of individuals for any reason.

1. You are responsible for any interaction with other users.
2. You agree that you will not collect any personal information of other ShopCardd users.
3. You must not use the Product & service for any illegal purpose.
4. You must not try to restrict other users from using the app or web.

You may not reproduce, copy, or redistribute the design or layout of this website or mobile application, individual elements of the website or mobile application design, or our logos without our express written permission.