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Uncle Delivery Partner Terms of Use

1. Introduction

1.1 This Uncle Delivery UD Partner Terms of Use (“Terms”) governs the access or use by you (the “UD Partner”) of the information service platform (“Platform”) through our mobile applications, website applications (together “Applications”) or websites to receive services made available by Uncle Delivery Express Private Limited a company with its registered office at 1138, First floor, 17th Cross Road, Sector 7, HSR Layout, Bengaluru, Karnataka - 560102 (“Uncle Delivery”), you hereby agree that (i) you have read and understand these Terms; (ii) you will comply with these Terms; (iii) you are at least 18 years old and otherwise legally competent to enter into contracts; (iv) you have the right and authority to enter into these Terms and, if applicable, on behalf of any organization on whose behalf you have enrolled for use of the Platform and to bind such organization to these Terms; and (v) these Terms whether stated or otherwise referenced herein set forth rights and obligations and constitute a legal binding agreement between you and Uncle Delivery governing your access or use of the Platform. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICE. PLEASE READ CAREFULLY “DISCLAIMER” AND “INDEMNIFICATION”. THESE PROVISIONS LIMIT OUR LIABILITY TO YOU.

1.2 Uncle Delivery reserves the right to modify these Terms at any time, and such modifications shall become effective upon posting unless Uncle Delivery notifies you otherwise. Your continued access or use of the Platform or Service after any such modifications shall constitute your agreement to be bound by such modifications. It is your responsibility to review the Terms regularly to stay informed. If any modifications are made, Uncle Delivery will notify you by revising the date at the top of the Terms and, in some cases, Uncle Delivery will provide you with additional notice.

2. UD Partner Account

2.1 In order for you to use the Services, you are required to register for a UD Partner account (“UD Partner Account”) with Uncle Delivery. Once your registration is successfully completed with Uncle Delivery, you will be provided with a UD Partner Account, accessible with a password of your choice.

2.2 While registration, you are obligated to provide your personal information, such as your name, photo, contact information directly or indirectly in accordance with Uncle Delivery’s Privacy Policy. UD may also ask you to provide certain documents in accordance with the laws. You agree that the details entered and maintained by you are accurate, complete and valid. Uncle Delivery is not liable for false, incomplete, old or incorrect registration information provided by you. Your failure to enter or maintain accurate, complete, and valid information may result in your inability to access and use the Services. You are solely responsible for all activity that occurs under your UD Partner Account. Uncle Delivery is entitled to verify the information that you have provided at all times and refuse the use of the Services without providing reasons and prior notice.

2.3 You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. Uncle Delivery does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. Uncle Delivery reserves the right to terminate the use of the Services should you be using the Service in an incompatible or unauthorised device or that the security of your UD Partner Account has been compromised in any way or for any reason we may find just.

2.4 While using the Services you agree that:

2.4.1 You shall only access the Services using means explicitly authorized by Uncle Delivery;

2.4.2 The Platform and Services provided will solely be used by you, for your personal use and will not be resold to any third party;

2.4.3 You will not authorise others to use your UD Partner Account;

2.4.4 You are only allowed to open a single UD Partner Account;

2.4.5 Transferring of your UD Partner Account to any other person or legal entity is not permitted;

2.4.6 You cannot use an account that is subject to any rights of a person other than you without appropriate authorisation;

2.4.7 The Services cannot be used for unlawful purposes, including but not limited to (i) violation of Applicable Law; (ii) storing or sending any unlawful material; (iii) sharing of sensitive personal information of others, without their consent (iv) causing intentional harm, nuisance, inconvenience or annoyance; (v) impairing or harming the proper operation of the Services; (vi) exhibiting the tenor of impersonating another person; or (vii) copying or distributing the Services without the permission of Uncle Delivery;

2.4.8 Your password or any identification credentials that Uncle Delivery provides to you should be secure and confidential;

2.4.9 Proof of identity or other documentations needs to be submitted immediately if requested by Uncle Delivery;compliance with all the Applicable Law is a must while using the Services, “Applicable Law” means applicable India laws, rules, and regulations governing payments and all services provided hereunder, including: any and all foreign laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with) any regulatory authority, as each of the foregoing may be amended and in effect from time to time;

2.4.10 You shall not use any "deep-link", "page-scrape", "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 content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Uncle Delivery reserves the right to bar any such activity;

2.4.11 You shall not attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;

2.4.12 You shall not collect or harvest any personally identifiable information, including account names, from the Platform; and

2.4.13 You shall not engage in threatening, harassing, discriminatory (based on race, gender, age, disability, or any other protected classification) or any other behaviour that Uncle Delivery deems inappropriate when using the Services.

3. Description of Services

3.1 The services provided by Uncle Delivery (“Services”) are meant to connect the demanders of transportation and/or logistic services (including but not limited to small businesses, commercial customers and individual customers, collectively “Users”) and UD Partners who provide transportation and/or logistic services (“Shipment Delivery”) through the Platform. You acknowledge and agree that Uncle Delivery only provides you and Users with neutral, independent third-party information matching services. The Shipment Delivery provided by UD Partners shall not be deemed to be provided by Uncle Delivery. Uncle Delivery is not responsible for the acts and/or omissions of any UD Partners, and any liability in relation to the Shipment Delivery shall be borne by UD Partners.

3.2 You affirm that your relationship with Uncle Delivery is independent, not employer and employee relationship. Additionally, no joint venture, partnership, employment, or agency relationship exists between UD Partners and Uncle Delivery as a result of this Terms or use of the Platform. Even if a UD Partner chooses on their own to wear a uniform or use Uncle Delivery signage, sticker or identification badge, UD Partner agrees that such a decision is of its own accord, is not required by Uncle Delivery and UD Partner acknowledges that use of any signage, sticker or identification badge does not lead to an inference of being an employee.

4. General Representations, Warranties and Undertakings

4.1 You, as the UD Partner, hereby irrevocably makes the following warranties and representations:

4.1.1 After obtaining the information of Users and shipments, UD Partner shall verify such information by itself. UD Partner shall make the decision whether to accept and provide the Shipment Delivery at its own discretion after properly verifying the information obtained;

4.1.2 UD Partner understands and agrees that it is responsible for complying with all delivery schedules established between it and User. UD Partner shall make all reasonable efforts to deliver the shipment according to the respective delivery schedules established with User;

4.1.3 You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the Shipment Delivery provided by you;

4.1.4 You shall be responsible for the contents of all shipments and all damage or loss to shipments upon taking delivery. UD Partner shall take all reasonable precautions to prevent unauthorized persons from having access to the shipment and shall also take all reasonable precautions against loss of or damage to the shipment, in case of theft, goods damaged, you should immediately bring it to the notice of customer care and User;

4.1.5 You shall, at all times while you are providing Shipment Delivery, hold a valid driver’s licence and all other required licences, permits, registrations, approvals and/or authorities required to provide Shipment Delivery within the jurisdiction in which you have been registered by Uncle Delivery to provide Shipment Delivery. In order for Uncle Delivery to comply with any obligations applicable to it, you will, upon request by Uncle Delivery, provide copies in the form required by us of all required licences, permits, registrations, approvals and/or authorities as requested from time to time;

4.1.6 Aside from the Platform, you shall be responsible for providing all of the equipment necessary to perform the Shipment Delivery. You shall hold title or otherwise has sufficient rights in the equipment you will use to provide Shipment Delivery. UD Partner is solely responsible for maintaining all such equipment and ensuring such equipment complies with all legal, safety and quality standards. Except as otherwise required by Applicable Laws, UD Partner assumes all risk of damage or loss to its equipment;

4.1.7 With the exception of walker service, you shall not use a vehicle other than your registered vehicle to provide Shipment Delivery to Users which must at all times meet all applicable vehicle standards as updated from time to time, including possessing the relevant roadworthiness certification in your jurisdiction. You shall use vehicles in good operating condition and compliant with all Applicable Laws. You shall keep records of all vehicle registrations and inspections and shall provide the latest version of such records upon request;

4.1.8 You shall at all times comply, at your expense, with your legal obligations in respect of insurance (including but not limited to compulsory third party motor vehicle insurance for any vehicle used to provide Shipment Delivery (if applicable)) and maintain, at your expense, such other policies as someone providing Shipment Delivery would prudently maintain as well as any other minimum insurance cover which Uncle Delivery requests you hold including but not limited to a valid third party motor vehicle insurance policy with provisions to cover commercial usage of the vehicle, and a general liability insurance policy at levels which satisfy:

4.1.9 The minimum requirements that apply to the operation of goods delivery vehicles on public roads in the jurisdiction in which you are registered to provide Shipment Delivery;

4.1.10 The provision of Shipment Delivery and any other services contemplated by these Terms; and

4.1.11 Any other minimum standards imposed by Uncle Delivery (as notified by Uncle Delivery from time to time).

4.1.12 In order for Uncle Delivery to confirm your ongoing compliance with these requirements, you will, upon request by Uncle Delivery, provide copies of any relevant insurance policies and insurance certificates of currency and or other equivalent proof of insurance. If, at any time, you cease to hold a required insurance policy, you must immediately notify Uncle Delivery of this change in your circumstances and cease providing Shipment Delivery;

4.1.13 You shall obey all Applicable Laws related to Shipment Delivery and will be solely responsible for any violations of such Applicable Laws. You shall not accept any requests where the nature of delivery is solely the movement of passengers;

4.1.14 UD Partners shall have sole responsibility to familiarize themselves with Uncle Delivery Delivery Guidelines as amended from time to time. Unless otherwise set out in the Uncle Delivery Delivery Guidelines and this Terms, any conducts against Uncle Delivery Delivery Guidelines will constitute a breach of this Terms, giving Uncle Delivery the right to temporarily lock or permanently deactivate your UD Partner Account.

UD Partner acknowledges that during the course of its work, it may gain knowledge of third parties’ and/or User’s confidential, proprietary, trade secret, protected health, and/or personally identifiable information (“Confidential Information”). This information includes, but is not limited to, information about User, User’s business and the contents of shipments, User’s address, User’s contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding User’s partners, associates, customers, and similar information regarding the delivery recipient. UD Partner agrees that it will maintain the confidentiality of all such Confidential Information and not disclose it to any other person, except as required to carry out Shipment Delivery or as required by law. Unauthorized disclosure of such Confidential Information will constitute a material breach of this Terms, giving Uncle Delivery the right to temporarily lock or permanently deactivate your UD Partner Account.

4.2 UD Partner acknowledges that during the course of its work, it may gain knowledge of third parties’ and/or User’s confidential, proprietary, trade secret, protected health, and/or personally identifiable information (“Confidential Information”). This information includes, but is not limited to, information about User, User’s business and the contents of shipments, User’s address, User’s contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding User’s partners, associates, customers, and similar information regarding the delivery recipient. UD Partner agrees that it will maintain the confidentiality of all such Confidential Information and not disclose it to any other person, except as required to carry out Shipment Delivery or as required by law. Unauthorized disclosure of such Confidential Information will constitute a material breach of this Terms, giving Uncle Delivery the right to temporarily lock or permanently deactivate your UD Partner Account.

4.3 If UD Partner fails to comply with any of the above warranties and representations, Uncle Delivery shall have the right to immediately temporarily lock or permanently deactivate your UD Partner Account. UD Partner shall bear all damages or losses arising therefrom. UD Partner shall also compensate for all losses suffered by Uncle Delivery, its affiliates, its partners and/or any other third party due to UD Partner's failure to comply with the above warranties and representations.

5. Use of the Software

5.1 While using the software provided by Uncle Delivery (“Software”) you agree that:

5.1.1 You are not permitted to rent, lease, sublicense, distribute or transfer copies of the Software or the license for the use of the Software to any third parties;

5.1.2 You shall not 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;

5.1.3 You shall not modify, adapt, reverse engineer, decompile, disassemble, translate the Software or create derivative works based on the Software;

5.1.4 You shall not interrupt the normal operation of the Software, or use any methods to export or modify the source code of the Software;

5.1.5 You shall not upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;

5.1.6 You shall not install and/or execute the Software on any device other than the mobile device running the operating systems approved by Uncle Delivery; and

5.1.7 Other than the license to use the Software granted hereof, no other license or right is hereby granted to you and the ownership of the Software and all other rights are hereby expressly reserved by Uncle Delivery and its suppliers.

6. Payments

6.1 UD Partner acknowledges that Users – not Uncle Delivery - are responsible for paying all charges and fees associated with the shipment. Once the User and the UD Partner have verified that the shipments are completed, the User’s payment account will be charged. Uncle Delivery reserves the right to change its prices charged at any time, at its discretion. UD Partner acknowledges and agrees that any payment received by Uncle Delivery is due to the information service provided by the Platform.

6.2 Uncle Delivery retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms. In such an event, you shall not hold Uncle Delivery liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

6.3 The UD Partners acknowledges that Users have the preferable option to pay Order Value through Online UD wallet top-up (Wallet Payment) and/or in User may also opt to pay Order Value directly to UD Partner either in Cash or Online mode (Non Wallet Payment) UD Partners shall not insist or unfairly influence or force User to opt for “Non Wallet Payment” without his or her free will.

6.4 In case Order Value received through “Wallet Payment”, Uncle Delivery shall administer payments to you and from you through a **wallet system. Your UD Partner wallet balance can be withdrawn by you to your designated bank account. All payouts would be done twice a week. Please ensure you are well aware of the cashout days. Uncle Delivery reserves the right to make relevant deductions from your wallet balance based on our Terms, Uncle Delivery Delivery Guidelines, as authorised by you or as notified to you via our Platform.

6.5 UD Partner also to note that Payment areis subject to the deduction of TDS as per the rate applicable in time in being forced, and you shall share your requisite PAN details etcand other relevant information for the purpose of filing of TDS returns etc.

6.6 Security deposits secures UD Partners’ rights. Please refer to our Refundable Non Interest bearing Security Deposit / Caution Money Policy Here. UD Partner shall have sole responsibility to familiarize themselves with Security Deposit Policy before paying the security deposit/ Caution money. Please ensure you keep some minimum amount in your wallet to ensure that the wallet balance is no negative. Negative wallet balance would not allow you to match your orders and would directly impact your earnings.

This Security Deposit / Caution Money shall be refunded or adjusted at the time of permanent termination of UD Partner’s enrollment. In the event of any dues payable by UD Partners towards UD, or any losses arises due to mis-conduct or negligence of the UD Partner, UD may make good the loses (fully or partially) through adjusting or forfeiting this Security Deposit / Caution Money

You acknowledges and explicitly aggress that UD shall charge Consideration in form of “Service Fees / Commission” against the Sale lead/ Convenience Fees and / or Business Promotion Services provided to you.

UD has the complete right to change and administer such Consider on timely basis without prior notices, and you shall be liable to pay in accordance on timely basis.

You are also acknowledging and giving explicit consent on raising automated Tax Invoices / receipts on your behalf in the platform (as per the applicability of Laws).

6.7 As a UD Partner, depending on the services requested by our Users, you may be eligible to receive a combination of the fees stated below:

6.7.1 Fares:

  • Base fares - This consists of the distance fare incurred during Shipment Delivery

  • Order subsidies - This consists of the subsidies paid by Uncle Delivery and is included as part of the basic fare, subsidies not limited to peak demand subsidies.

  • Coupon - This consists of the amount of promotion applied to a particular order. Promotions are typically given to Users and subsidised by Uncle Delivery.

6.7.2 Fees and other charges

  • Priority Fee - This relates to the additional fees a User has committed to pay prior to the Shipment Delivery with an objective to encourage speedy fulfilment

  • Waiting Fee - This relates to the additional fees imposed to a particular order where UD Partners were requested by User to wait for goods receival or goods deliveries.

  • High demand surcharge - This relates to the additional fees imposed to a particular order to encourage Shipment Delivery under super peak hours. Uncle Delivery retains the discretion to define super peak hours based on operational needs.

  • Toll fees - This refers to the tunnel and toll charges you have incurred during Shipment Delivery. This shall be claimed on an actual cost basis and shall be mutually agreed on with the User.

  • Order charges - This relates to other fees and surcharges in relation to the value-added services requested by the User. This category includes items, but not limited to, moving fees, purchase service surcharges etc.

6.7.3 Uncle Delivery initiatives

  • Sticker - Provide visibility and help User to recognise you as a UD partner, we may provide you an opportunity to affix our branded stickers onto your vehicle. Sticker dimensions, design and position on vehicle are to be determined by Uncle Delivery. You further agree that you will co-operate with Uncle Delivery's sticker retention check when requested.

  • Driver-refer-user campaign - This is a campaign where you will receive monetary rewards after successful referrals of first-time users into the Uncle Delivery platform. You will be issued a unique promotion code if you opt into this campaign, where you will be encouraged to distribute this code to 3rd parties. In the event where there was an eligible event triggered by your unique promotional code, you will be rewarded as per the rates defined by Uncle Delivery.

7. Indemnification

7.1 UD Partner acknowledges that UD Partner is responsible for all shipments and all Shipment Delivery while transporting shipments. UD Partner agrees Uncle Delivery has no control or responsibility over shipments or Shipment Delivery and only has control or responsibility for the functioning of the Platform. UD Partner agrees that Uncle Delivery will not be responsible or liable for any actions, wrongdoing, losses or damages suffered by the UD Partner, except if such action is willful breach of this Terms or gross negligence.

7.2 UD Partner agrees to defend, indemnify and hold harmless Uncle Delivery, as well as its past and present successors, assigns, affiliates, officers, owners, employees, and agents (“Uncle Delivery Indemnitee”) from any and all losses, actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, claims for payment, deficiencies, fines, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or incurred in connection with claims asserted by a third party against a Uncle Delivery Indemnitee arising directly or indirectly from, or as a result of or in connection with, UD Partner’s (i) breach of this Terms; (ii) conduct with respect to the Platform, Services, and/or Shipment Delivery; (iii) violation or alleged violation of any law or the rights of any third party, including, without limitation, other UD Partners, Users, drivers, employees, subcontractors, assigns, and pedestrians; (iv) disclosure of “Confidential Information”; (v) ownership, use or operation of any vehicle used in the Shipment Delivery; (vi) failure to have proper insurance, licenses, permits or authorizations; (vii) any damages or losses as a result of UD Partner’s work and/or conduct, and/or UD Partner’s work with third parties and/or Users, including, but not limited to, damages to shipments; (viii) wrongdoing, violation of policy, violation of law or other misconduct and (ix) failure or alleged failure to pay all required taxes, withholding, insurance contributions or premiums. Under UD Partner’s duty to defend, Uncle Delivery shall be entitled to use its own counsel.

7.3 UD Partner agrees to perform Shipment Delivery in compliance with all Applicable Laws and shall defend, indemnify and hold harmless Uncle Delivery for any violation or alleged violation by UD Partner of any such laws. Uncle Delivery reserves the right to lock-out, suspend or terminate access to the Platform for a UD Partner for any violations of this Terms or any other conduct deemed inappropriate by Uncle Delivery. In the unlikely event UD Partner’s status as an independent contractor is challenged and UD Partner is determined by a court, agency or arbitrator not to be an independent contractor, UD Partner agrees to defend, indemnify and hold harmless Uncle Delivery from all costs, penalties, back taxes, damages and attorney’s fees associated with such a determination. Under UD Partner’s duty to defend, Uncle Delivery shall be entitled to use its own counsel.

7.4 UD Partner further agrees and acknowledges that it will not and cannot hold Uncle Delivery liable for any issues beyond Uncle Delivery’s direct control, including any acts of god, loss of power, disruption of power, shutdown or technical difficulties with the Platform, system maintenance, failure of other cellular reception, failure of other service providers, cancelation of services by other third-parties, pandemic, epidemics, outbreaks, the COVID 19 pandemic, strikes, labor disputes, civil disturbances, hostilities, war, natural disasters, flood, fire, sabotage, accident, loss or destruction of property, intervention by governmental entities, change in laws, regulations or orders, or other events or circumstances or causes beyond Uncle Delivery’s direct control.

8. Disclaimers

8.1 The Services are provided "as is" and "as available." Uncle Delivery makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or any Services requested through the use of the Services, or that the Services will be uninterrupted or error-free.

8.2 Uncle Delivery does not guarantee the quality, suitability, safety or ability of third party providers. You agree that the entire risk arising out of your use of the Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under Applicable Law.

8.3 Uncle Delivery does not control, manage or direct any third party providers. Third party providers are not actual agents, apparent agents, ostensible agents, or employees of Uncle Delivery.

8.4 Uncle Delivery does not control, endorse or take responsibility for any UD Partner Content or third party content available on or linked to by the Services. Uncle Delivery cannot and does not represent or warrant that the services or servers are free of viruses or other harmful components.

9. Intellectual Property Rights

9.1 Uncle Delivery alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and the Services. These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Platform and the Services, or any intellectual property rights owned by Uncle Delivery. Company names, logos, and the product names associated with the Platform and the Services are trademarks and/or intellectual property of Uncle Delivery or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform and the Services.

9.2 By providing content, information or materials (“UD Partner Content”) to Uncle Delivery, you grant Uncle Delivery a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such UD Partner Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

9.3 You acknowledge that Uncle Delivery only acts as a passive channel for the distribution of the UD Partner Content and is not responsible or liable to you or to any third party for the content or accuracy of the UD Partner Content. Uncle Delivery shall not be continuously monitoring UD Partner Content published by you, nor shall Uncle Delivery be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the UD Partner Content do not necessarily represent those of Uncle Delivery.

9.4 Any use by you of the UD Partner Content is entirely at your own risk. You represent and warrant that any UD Partner Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.

9.5 You agree to indemnify and keep Uncle Delivery, its affiliates and licensors indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by Uncle Delivery or its affiliated companies related to any UD Partner Content posted or transmitted by you or your other use of the website, the Service or the Platform.

9.6 Uncle Delivery reserves the right at its sole discretion to block or remove (in whole or in part) any UD Partner Content posted or transmitted by you and which Uncle Delivery believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to us.

9.7 Uncle Delivery respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to Uncle Delivery or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions: (i) your submissions and their contents will automatically become the property of Uncle Delivery, without any compensation to you; (ii) Uncle Delivery has no obligation to review your submissions; (iii) Uncle Delivery may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and (iv) Uncle Delivery has no obligation to keep your submissions confidential.

9.8 You may use information on the Platform purposely made available by Uncle Delivery for downloading from the Platform, provided that you:

9.8.1 do not remove any proprietary notice language in all copies of such documents and make no modifications to the information;

9.8.2 use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; and

9.8.3 do not make any additional representations or warranties relating to such information.

10. Miscellaneous

10.1 Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of India. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be settled by mediation, arbitration or courts of India as Uncle Delivery deems appropriate.

10.2 These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Uncle Delivery without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms binds and inures to the benefit of each party and the party’s successors and permitted assigns.

10.3 Captions appearing in this Terms are for convenience only and do not in any way limit, amplify, modify or otherwise affect the terms and provisions of this Terms.

10.4 In case of any discrepancy between the English version and any regional language version, the English version prevails.

10.5 By creating a UD Partner Account, you electronically agree to accept and receive communications from Uncle Delivery including via email, text message, calls, and push notifications to the mobile device or cellphone number you provide to Uncle Delivery. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Uncle Delivery, its affiliated companies and/or third-party contractors, including but not limited to communications concerning orders accepted through your registration with respect to the Services. You may opt-out by changing your notification preferences. Please note that opting out may impact your use of the Services.

10.6 For the mutual benefit of both Uncle Delivery and all UD Partners including you, from time to time, Uncle Delivery on your behalf may offer promotions to some or all Users that may have the effect of Users paying you a lower amount than would otherwise have been the case, and where a promotion applies, you agree to provide Shipment Delivery to the Users at the lower amount. Where a promotion applies and where applicable Uncle Delivery will reduce the value of its fees by an amount equal to the value of the promotions.

10.7 While using or accessing the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Uncle Delivery and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. Uncle Delivery has no responsibility or liability arising from any agreements between you and such third party providers.

10.8 Any provision of this Terms which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction and the application to such facts and circumstances, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or the application thereof to other facts and circumstances, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.9 The failure of Uncle Delivery or UD Partner in any instance to insist upon a strict performance of the terms of this Terms or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

10.10 Uncle Delivery also may stop providing the Services at any time, or create limits on use of the Services, whether specifically to UD Partner or generally. Termination will not limit any of Uncle Delivery’s other rights or remedies. The provisions of this Terms shall survive any termination of services. Nothing in this provision provides Uncle Delivery the right to terminate UD Partner’s ability to contact Users on its own and to provide Shipment Deliveries to Users, only the right to terminate UD Partner’s use of the Platform.