1. Applicable Terms

You acknowledge and agree that you will be bound by these Terms, when you:

• access and use our Developer Platform or any features available on the Developer Platform (even if you don't create an account with us);
• create an account with us on the Developer Platform;
• try, develop, test, or publish any application through our Developer Platform.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind the company or legal entity to these Terms. If you do not have such authority, or if you do not agree with these Terms or any part of them, you should not access or use the Developer Platform in any way. You acknowledge that Delhivery will not and nor does it have the ability to confirm your authority to enter into these Terms on behalf of a third party.

Once you proceed to use the Developer Platform or register with us, these terms will constitute a legal agreement between you and Delhivery (as defined above) and will govern your access and use of the Developer Platform, including any other information made available on the Developer Platform.

You acknowledge that the initial registration of your account on the Developer Platform is to create your basic account and allow you access to try the Developer Platform. Additional features and functionalities of the Developer Platform, including access to the sandbox or any production features may require you to sign up to additional terms or provide additional information required for that stage. Access to additional features and usage permissions will be provided at our sole discretion, only upon completion of any additional registration processes or upon you consenting to additional service specific terms. If you agree to such additional terms on behalf of a third party, you must ensure you have the authority to bind them to these Terms.

2. Grant of Licenses and Ownership

License to UseSubject to your strict compliance with these Terms, Delhivery grants you a limited, personal, nonexclusive, revocable, non-sublicensable, non-transferable license solely to access and use (i) the Developer Platform, (ii) any tools, plugins, code, technology, content, and services, sample code, specifications, technical resources or any other material made available on the Developer Platform (“Material”), and (iii) any application programing interfaces made available by Delhivery through the Developer Platform (“APIs”), solely for the purposes of developing a software program by you (“Application”) for end users to be able to use your Application (“End Users”). For the avoidance of doubt, if you are developing the Application on your own behalf for your own internal use, then you are the End User in such a case.

OwnershipYou acknowledge that Delhivery owns all worldwide right, title and interest in and to the APIs developed and provided by us in the Developer Platform including all intellectual property rights therein. Nothing in these Terms transfers or assigns to you any rights in Delhivery’s intellectual property rights in the Developer Platform, the Materials, the APIs, Delhivery trademarks or any other Delhivery technology. Delhivery reserves all rights in and to the API not expressly granted to you in these Terms.

[internal note: will need to understand who will have ownership in the Application. Can the developer sell / commercialize the Application as per his wish? What about our APIs / codes used in the Application?]

3. Use of Data

You agree that we may collect and use non-personal, anonymous, aggregated, statistical, performance or de-identified data and other performance information for legitimate business purposes such as support, reporting, research, improvements to the Developer Platform, and industrial partnerships, or other legitimate internal business purposes.

All information collected by us will be in accordance with our Privacy Policy.

4. Restrictions on Use of Material and APIs

Except as expressly authorized under these Terms, you shall not (and not permit any employee, affiliate or other third party to):

• Copy, modify, pledge, sell, display, distribute, transfer, assign, or sublicense the Material or APIs for use to any third party
• Interfere with, bypass or disable any features or functionality that are embedded in or included with the Developer Platform or our APIs
• Use or display on a stand-alone basis (i.e., not as integrated with the Application) any Material or APIs
• Access or use the API or Material for the purpose of performing or disclosing any benchmarking or use the Developer Platform, Material or APIs to build similar or competitive products or services
• Use or allow your Application to adversely affect the performance or functionality of any technology on the Developer Platform
• Access or use the API in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms
• Remove, amend, or destroy any Marks or use the Marks in any manner other than as stated under these Terms
• Use the Developer Platform in any way which could cause damage or injury to any person or property
• Use the Developer Platform to store, transmit, publish, or make available any content that is false, defamatory, harassing, obscene, illegal, violating privacy rights or any third party rights, or containing any viruses, malware or any other malicious code
• Use any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from the API
• Apply any procedure or process to any APIs, Material or other technology available on the Developer Platform in order to ascertain or derive the source code for it or any trade secret or process contained in it
• Mislead End Users in any way or make any fraudulent statements or representations in relation to your Application
• Use the APIs or the Material in violation of any applicable laws including any applicable privacy laws
• Decompile, disassemble, or reverse engineer the API or permit or authorize a third party to do so
• Except as expressly allowed under these Terms, you must not modify or create derivative works of any technology available on the Developer Platform or any APIs or Material

The above-mentioned restrictions under this clause 4 are collectively referred to as our “Acceptable Use Policy”.

If you obtain or use any third-party products or services in connection with your use of the Developer Platform, you are solely responsible for evaluating and assessing such products or services to determine whether they meet your requirements. Any use of such third-party products or services are solely between you and the applicable third party, and we will have no liability with respect to such third party’s products or services.

5. Beta Terms and Conditions

General

Certain applications, APIs, tools, features, functionalities and services offered through our Developer Platform may be under development and testing phase and are not released for general commercial use, but instead may be released for testing and evaluation purposes in order to receive your feedback and inputs (“Beta Products”). In such event, subject to the terms and conditions of this clause, Delhivery grants to you a temporary, limited, revocable, non-transferable, non-sublicensable, nonexclusive license to access and use such Beta Products solely to test and evaluate them for your own internal developmental purposes. Delhivery may in its discretion choose whether or not to release a Beta Product commercially.

Test Participation

If you choose to use a Beta Product, you must do so according to the criteria and instructions of Delhivery. You may be required to provide your feedback regarding your use of the Beta Product. All feedback and information in any form (written or verbal) provided by you in relation to the Beta Product shall be considered as “Feedback” and Delhivery shall have the sole right and ownership over the same. You agree not to disclose feedback to any third party and hereby assign to us all right, title and interest in and to any feedback, without any right to compensation or other obligation from us.

Disclaimer of Warranties

As the Beta Product is still in a testing phase, it is likely to contain errors. You agree that the Beta Product is provided "AS IS" and "AS AVAILABLE". The Beta Products are a pre-production version and have not completely been tested. Any use of the Beta Products is done entirely at your own risk. DELHIVERY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER DELHIVERY NOR ITS REPRESENTATIVES REPRESENT OR WARRANT THAT THE BETA PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE OR COMPLETE, THAT THE BETA PRODUCTS WILL COMPLY WITH ANY PARTICULAR REGULATORY REQUIREMENTS OR THAT DELHIVERY WILL CORRECT ANY PARTICULAR BUGS OR ERRORS. YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE THE QUALITY OR ACCURACY OF ANY PARTICULAR RESULTS WITH RESPECT TO YOUR USE OF THE BETA PRODUCTS.

Suspension / Termination

You acknowledge that Delhivery may, in its sole discretion, suspend or terminate your access to the Beta Products. Upon Delhivery releasing any public version, you will cease all use of the earlier Beta Products and instead use the publicly released version (subject to any additional applicable terms).

Indemnity

You agree to indemnify and hold Delhivery harmless from any losses (including attorneys’ fees) that result from any third party claims related to your (or your End User’s) access, use or misuse of the Beta Product(s), or any act or omission by you in violation of this clause.

6. Your Representations and Warranties

You represent, warrant and covenant that:

• You have all necessary rights to distribute and make your Application available, including complying with and maintaining any required third-party agreements, and that your Application will not infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, or other proprietary or intellectual property rights, or violate any applicable laws, including any privacy laws;
• The name, address, and account information that you provide at the time of registering on the Developer Platform or when you use additional features on the Developer Platform is correct, complete, and current;
• You will notify us of any changes in the information you provide to us or information of the entity you represent;
• You will be solely responsible for the security, development, and maintenance of your Application;
• You will comply with all applicable privacy laws and regulations, and you will use all efforts to protect your data on your Application from unauthorized use or access;
• Data accessed through your Application is collected, processed, transmitted and maintained in compliance with applicable privacy laws and regulations and any agreement you may have with the End User;
• You will provide us with any information relating to an Application to ensure the Application is in accordance with these Terms and to allow a technical review and monitoring of the Application. In the event you do not comply with this requirement, we will have the right to terminate your account on the Developer Platform;
• You will not make any external or public statements that imply a Delhivery endorsement, certification, affiliation, or partnership in relation to your Application without the prior written consent of Delhivery;
• In the event you are issued any access tokens or test keys or other credentials to allow the testing of an Application, you agree that they will be used only by you in your individual capacity; and
• You will follow the instructions provided by us from time to time governing the use of the Developer Platform, Material, and APIs.

7. Security of Credentials

You will maintain the confidentiality and security of any passwords and your credentials used by you during the registration process on the Developer Platform. You will be fully responsible (and we disclaim all liability direct or indirect) in relation to any activities that occur under your user id and password.

You must immediately notify us of any unauthorized use of your credentials. We may at our discretion change the access credentials without prior notice if we deem that there is a security issue or risk.

8. Marketplace

We may maintain a marketplace where developers may publish their Applications for End Users (“Marketplace”).

If you wish to publish the Application in the Marketplace, you acknowledge and accept that:

• It is within our sole discretion whether or not to publish your Application in the Marketplace;
• We may suspend, disable or remove your Application from the Marketplace at any time, without prior notice, liability or any other obligation to you if we at any time believe that the Application violates any law, or infringes any third party intellectual property rights, we receive notice of any such violation, or for any other reason;
• We may use the trade name, trademarks and logos associated with your Application as a reference for marketing or promotional purposes, for potential developers, partners and other customers, and include them in our public posts or posts on our official social media handles regarding the Developer Platform. You agree and provide us a worldwide, royalty-free, perpetual license to use your marks solely for the purposes set out herein;
• You will provide prompt and adequate technical support and service to End Users in relation to your Application. You acknowledge that we have no obligation, responsibilities, or liabilities in relation to your Application being used by an End User. At no time must you represent to any End User that Delhivery is available or will provide any support in relation to the Application;
• You will provide a privacy policy for your Application and ensure that your Application collects any data in accordance with privacy laws and all legally required consents are being collected in the manner and form legally required;
• We may require a security, privacy and technical review/testing of your Application, including its supporting infrastructure to ensure it incorporates security and privacy best practices, is in compliance with our internal security and privacy policies, and does not violate any laws including any privacy laws. We may conduct such review through ourselves or through an authorized third party. You acknowledge that while we have the right to conduct such a review, we are not obligated to do so. As part of this review, we may require access to all Application related documentation, security and technical testing reports, code reviews and scans done by you, network testing and vulnerability threat assessments. We may require access to your source code but solely for the purpose of us conducting security tests. You agree that if our review finds any vulnerabilities you shall remedy the same before your Application can be published on the Marketplace. Notwithstanding any security review, we do not provide any certification or warranty in relation to your Application.

We reserve the right to charge fees for use or access to the Marketplace and to publish your Application on the Marketplace. Any such fees will be agreed in writing by you and Delhivery. Any payment obligations for use of your Application will be between you and the End User.

[internal note: need to understand how the payment structure and compensation will work - (1) during development phase (assume no payment here); (2) if they host with us? (3) if they don't host with us; (4) if published on Marketplace]

9. Disclaimer

THE DEVELOPER PLATFORM IS PROVIDED "AS IS"; AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY'S RIGHTS, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE DEVELOPER PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE OR THAT THE DEVELOPER PLATFORM WILL BE AVAILABLE AT ALL TIMES.

10. Indemnity and Liability

You will defend, indemnify, and hold us harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or in any way connected to: (i) your access to and use of the Developer Platform, our APIs or the Marketplace; (ii) breach or violation of these Terms, (iii) breach or violation of any applicable laws, regulations, rules and orders of any governmental or regulatory body; (iv) breach of any agreement you have with a third party or End User; (v) any third party claim attributable to you.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR PERFORMANCE OF THE DEVELOPER PLATFORM, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED HUNDRED DOLLARS (USD 100) INCASE YOU ARE CONTRACTING WITH DELHIVERY USA LLC. OR INR TEN THOUSAND (INR 10,000) IF YOU ARE CONTRACTING WITH DELHIVERY LIMITED, INDIA.

THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN JURISDICTIONS WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BY LAW, THE LIMITATIONS UNDER THIS CLAUSE MAY NOT APPLY TO YOU.

11. Term and Termination

Term

These Terms will be applicable to you and commence on and from the date you first access and use the Developer Platform, or create an account with us and shall continue for so long as you have an account with us on the Developer Platform or until you continue using or accessing the Developer Platform, whichever is longer (unless your use has been terminated earlier in accordance with these Terms).

Termination

TYour rights: You may choose to terminate these Terms at any time by ceasing your use of the Developer Platform, our Material, APIs or the Marketplace.

In case your Application is published in our Marketplace, you may request to have your Application removed from the Marketplace upon providing a forty-five (45) days prior written notice to us.

Our rights: We may immediately terminate these Terms at any time in our sole discretion and without notice to you. We will not be liable for any costs, expenses or damages you incur as a result of termination of these Terms. Upon any termination of these Terms you will promptly cease all access to and use of our Material, APIs and any other available information on the Developer Platform.

On termination of these Terms or if you request your Application to be removed from the Marketplace, you must provide existing End Users a notice of such removal and inform them that your Application will no longer be available to use on our Marketplace.

12. Export Control

You will comply with all U.S. Export Control Laws. You represent and warrant that you are not located in a country or region embargoed by the U.S. Government or identified on OFAC’s List of Specially Designated Nationals, or any other government prohibited parties list, and you will not permit the use of the Application by any person or entity identified on those lists. You will not provide, export, re-export, or transfer any part of the Application to any embargoed country or region, or to governments or governmental instrumentalities of any embargoed country or region, absent a license or other necessary governmental authorization.

13. Updates to the Terms

You acknowledge that we will work towards evolving and improving the Developer Platform and the services available to you through the Developer Platform. Accordingly, we may modify any of these Terms, at any time and in our sole discretion, by posting notice on our website [url] . If any modification is unacceptable to you, you may terminate these Terms. Your continued access and use of the Developer Platform following such an update to the terms will constitute your acceptance of the modification.

14. Assignment

You may not assign or transfer these Terms without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may assign or transfer these Terms.

15. Governing Law and Dispute Resolution

These Terms, and any claim, controversy or dispute related to these Terms, are governed by and construed in accordance with the following laws (as set out in the table below), without regard to any choice or conflicts of law provisions that would mandate the application of the laws of any other jurisdiction. Any dispute, claim, suit, action or proceeding arising out of or relating to these Terms or its subject matter, including breach thereof, will be finally settled exclusively as set forth below. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

16. General

Notices

Any notice, request, consent, claim, demand, or other communication to be given or delivered to a party under or by reason of a provision of these terms shall be in writing in accordance with this clause. Delhivery may provide you with notice under these Terms by (a) posting a notice on our website [url], (b) sending a message to the email address then associated with your account on the Developer Platform. Notices provided by posting on the website will be effective upon posting and notices provided by email will be effective when Delhivery sends out the email. It is your responsibility to keep the email address associated with your account current. You may provide us with notice under these Terms by sending an email to

Relationship of Parties

You and Delhivery are entering into this agreement on a principal-to-principal basis. Both parties are independent contractors, and no partnership, joint venture, or agency relationship is created between the parties hereunder. You shall not provide any representation or warranty on behalf of Delhivery nor incur any obligations on behalf of Delhivery.

Waiver

Any waiver by Delhivery under these Terms must be in writing. The failure by Delhivery to enforce any right or provision hereunder does not constitute a present or future waiver of such provision or right, nor will it limit our right to enforce such term at a later time.

Language

All communications and notices made or given pursuant to these Terms must be in English language. If any translation of the English version is provided, the English version will always supersede in the event of any conflict.

Severability

If any provision hereunder is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be limited to the minimum extent such that the remaining provisions under the Terms will continue in full force and effect.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between the relevant Delhivery entity and you regarding the Developer Platform, APIs, and any related services provided through the Developer Platform. Survival

Interpretation

For the purposes of these Terms: (a) any reference to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time; (b) the term “including” means “including without limitation” and is intended by way of example and not limitation; (c) all headings are intended solely for the convenience of the parties, and none will be deemed to affect the meaning or construction of any provision hereof; (d) the word “or” is not exclusive; and (e) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms as a whole.