1. Introduction

These General Conditions of Use (as revised from time to time) (“Terms”)govern your use and access to our website (including different features available on the website such as discussion forums) and our different software offerings and related documentation (collectively, the “Applications”). If you have entered into another agreement with us concerning specific Applications, other services or software, then the terms of that agreement control where it conflicts with these Terms.

At the time of signing up on any of our Applications, if you are based out of India the entity you will be contracting with is Delhivery Limited, India and if you are signing up from anywhere else in the world, your contractual relationship will be with Delhivery USA LLC. Delhivery Limited and Delhivery USA LLC (as the case may be) will hereinafter be referred to as "Delhivery", "Company", "we", "us" or "our".

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH CLAUSE. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE OUR APPLICATIONS.

1.1 Acceptance of Terms

Please read these terms & conditions of use carefully. By accessing or using these Applications, you are agreeing to the terms & conditions of use set out below (as revised from time to time) (“Terms”). Please note that the Terms may be updated from time to time, and it is your responsibility to look through them as often as possible. Your continued use of the Applications after any changes to these Terms are posted, will be considered acceptance of those changes.

These Terms are to be read in conjunction with the SaaS Service Agreement (as applicable). In the event of any conflict between these Terms and the SaaS Service Agreement, the terms of the SaaS Service Agreement shall prevail to the extent of such conflict. Where specific Applications or services are governed by a separate SaaS Service Agreement, that agreement will take precedence over these Terms with respect to those Applications or services.

1.2 Use of Applications - License

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Applications. Your use and access to the Applications will be limited to the license granted to you. Our Applications are licensed, and never sold unless otherwise expressly agreed upon in a separate agreement. Your license(s) will expire at the end of the term set forth in any specific license agreement / document.

You agree that your decision to use or purchase our Applications is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

You authorize us to store your payment method and use it in connection with your use of the Applications as more specifically agreed by us in an agreement or associated Statement of Work. To avoid interruption to your use and access to our Applications, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.

1.3 Eligibility

You may use the Applications in accordance with our contractual arrangement with you and /or as per these Terms. You must be over the age of eighteen (18) years and able to understand and agree to the terms, conditions, obligations, representations, and warranties set forth in these Terms. Our Applications and any related services are not directed or aimed towards individuals under 18.

2. Ownership of Rights and Intellectual Property

Any use of the Applications or their contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited without our explicit permission. All information displayed, transmitted or carried on our Applications is protected by copyright and other intellectual property laws. All rights, including copyright, in this website are owned by or licensed to us. This site is designed, updated and maintained independently by us. The content is owned by us. You may not modify, publish, transmit, transfer, sell, reproduce, create derivative work from, distribute, repost, perform, display or in any way commercially exploit any of the content available in the Application or in any way reverse engineer the Applications. Neither these Terms nor the Saas Service Agreement grants any additional rights or licenses beyond those explicitly stated.

Ownership of Data and Services: You shall retain all rights to your data. Conversely, the Company holds all rights, including intellectual property, to the Services, Platform, software, and any developments or improvements made. This also covers any technology developed during service provision and any aggregated data generated from your data.

Data Analysis Rights: The Company may analyse data generated from the Services to improve and develop new offerings. Such analyses are permissible for both current and future uses, provided the data is aggregated or anonymized.

2.1 Access to and Use of the Applications

You are prohibited from accessing data not intended for you or logging onto a processor, or access device or account which you are not authorized to access. You shall not interfere with or disrupt the services for any other user, including, without limitation, by submitting a virus, or worm in the network. You shall not use the Applications to send any unsolicited e-mail or other information.

2.2 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 (including feedback not disclosed to us) 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.

2.3 Trial & Offers

We may offer trial memberships at our sole discretion. If access to the Applications is provided to you for for trial purposes, such access is governed by these Terms. At any time prior to or during the trial period, we may, in our sole discretion, terminate the trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the trial access. After the trial access period expires, you may only continue using the Applications by enrolling in a paid subscription. During the trial period, no express or implied warranties shall apply to the Applications. All Applications are provided “as-is” with all defects, and no technical or other support is included.

2.4 Account Information

You are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. Please notify us immediately if you become aware of any unauthorized use of your account. You may not (A) share your account information with a third party, whether intentionally or unintentionally; or (B) use another person’s account.

2.5 Acceptable Use Policy

You must use the Applications responsibly and not misuse the Applications. You must comply with our Acceptable Use Policy as set out in Annexure 1 to these Terms.

2.6 Third Party Services

If you obtain or use any third-party products or services in connection with your use of the Applications 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.

2.7 Indemnity and Release

You shall indemnify and hold harmless Delhivery, its officers, directors, employees, agents, group companies, and affiliates from and against any and all expenses, damages, claims, suits, actions, judgments, and costs (including reasonable attorney’s fees), arising out of, or in any way connected with: (a) The unauthorized use of the Services, Content, and/or Intelligence Services provided by Delhivery; (b) Any breach by you of these terms or the SaasServices Agreement (If Applicable), including but not limited to any breach of applicable laws, rules, or regulations; (c) Claims that any material, data, or information provided by you to Delhivery under this MSA infringes the intellectual property rights of any third party; (d) Breach of confidentiality obligations by you; (e) Any alleged infringement of a patent, copyright, trademark, trade secret, or other intellectual property right arising out of your actions or omissions.

3. Obligation of the Parties

3.1 Platform and Data Hosting: The Company shall be responsible for hosting the Applications and your data on its servers or those under its control, with the liberty to modify or enhance the Applications as deemed necessary.

3.2 Integration and Cooperation: You must assist the Company in integrating your existing information systems and data with the Applications.

3.3 Support and Accuracy: You are obliged to provide accurate information and cooperation to facilitate the Company's service delivery. Delays caused by your actions or omissions shall not the liability of the Company.

3.4 Legal Compliance: You agree to adhere to all relevant laws, especially those concerning data privacy and the transmission of data, ensuring no copyrighted or protected information is distributed without proper authorization.

3.5 Consent for Personal Information: You shall be responsible to obtain explicit consent from data subjects sharing personally identifiable information (PII) with the Company, in compliance with legal standards.

3.6 Security Breach Notification: Any unauthorized access or security breach must be promptly reported to the Company by you, along with reasonable efforts to mitigate unauthorized service use.

3.7 Personnel Responsibility: You bear full responsibility for your personnel's actions. Company shall be exempt from any losses to you due to your Personnel's conduct.

3.8 Usage Monitoring: The Company reserves the right to monitor the service usage to ensure compliance with legal and regulatory standards.

3.9 Usage Restrictions: The Company reserves the right to monitor the service usage to ensure compliance with legal and regulatory standards.

3.10 Usage Restrictions: You are strictly forbidden from copying, disseminating, or modifying the Services, Software, or Applications in any form. Furthermore, the utilization of the service to engage in the development of products either derivative of or in competition with our offerings is expressly prohibited.

3.11 Equipment and Security: You are responsible for securing the necessary equipment for service access and maintaining the security of their account and equipment.

4. License

Under the SaaS Services Agreement, the Company endows you with a conditional, non-exclusive, non-transferable, non-sublicensable, revocable, global license for the term specified, enabling you and your Personnel to utilize the Applications and Services exclusively for managing your and your Affiliates' materials and data. This license pertains solely to the current version of the Applications and excludes any future upgrades or versions, which may incur additional fees and necessitate a formal amendment to this Agreement upon mutual consent.

Reservation of Rights: All proprietary rights, titles, and interests in the Applications and Software, not explicitly granted here, are reserved by the Company.

Customer's License to Company: You grant the Company a royalty-free, non-exclusive, non-transferable, time-bound license to use your Marks in the Company's marketing materials, customer lists, and public communications, solely to denote your patronage of the Company's services.

5. Disclaimer

UNLESS SPECIFICALLY AGREED UPON IN ANY SOFTWARE SPECIFIC AGREEMENT, THE APPLICATIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE THE APPLICATIONS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATIONS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APPLICATIONS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, AVAILABLE AT ALL TIMES, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AND THE USERS YOU AUTHORIZE SHOULD USE THE INFORMATION PROVIDED IN THE APPLICATIONS AFTER SATISFYING THEMSELVES THAT THE SAME SUITS THEIR INDIVIDUAL REQUIREMENTS.

FEDERAL LAW, SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

We use information voluntarily provided by you to optimize your experience on our Applications, whether to provide personalized elements, or to prepare a better future content base in the interests of our users. However, the information contained on our website is not intended to be, and should not be treated as legal or professional advice. “Delhivery” and other logos, trade names on our Applications is a registered trademark or belong to us. All other trademarks, company names or logos, and product names referred to in this website remain the property of their respective owners.

The information, contents, names, images, etc. may be changed, updated, modified and/or improved from time to time without any notice.

6. Communication

When you visit our Applications or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

7. Feedback, User Comments and User Generated Content

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered in connection with your use of the Applications (collectively, the “Comments”) shall be and remain our property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, we own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. We will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. We shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay you any compensation for any Comments; or (3) to respond to any Comments. You agree that any Comments submitted by you to the website will not violate this policy or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Comments submitted by you to the Website will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of ‘spam’. We do not regularly review posted Comments, but reserve the right (but not the obligation) to monitor and edit or remove any Comments submitted to the Applications. You grant us the right to use the name that you submit in connection with any Comments. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make and you agree to indemnify us and our affiliates for all claims resulting from any Comments you submit. We and our affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party.

8. Limitation and Damages

Unless specifically agreed upon in any agreement, in no event will we be responsible to any person or entity for any loss or damage, whether direct, indirect, incidental, consequential or otherwise, arising out of access or use or dissemination of information contained in the Applications, including, but not limited to, damages for loss of profits, data, or damage to the user`s computer systems even if we have been advised of the possibility of such damages.

9. Privacy

Our Privacy Policy outlines what personal data we collect when you sign-up with us or use our services, why we collect this data, and how we process that data to provide you with best-in class services and updates regarding your orders. You can access the Privacy Policy to understand our use of your data.

You also acknowledge that we process and store information in the U.S. and other countries. By using our Applications, you agree that you authorize us to transfer your personal information across national borders and to other countries where we and our partners operate. Such transfer will always be in accordance with our Privacy Policy.

9.1 Termination of Use

We may discontinue, suspend or modify the Applications at any time without notice, and we may block, terminate or suspend your and any users access to the Applications at any time in our sole discretion.

9.2 Severability

If any part of the provisions contained in these Terms are determined to be invalid, or unenforceable to any extent, such provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

9.3 Governing Law and Jurisdiction

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.

Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and we are waiving the right to trial by jury or to participate in a class action or class arbitration. Nothing herein restricts the right to bring an action in a court of proper jurisdiction for injunctive or other equitable relief, pending a final decision by the arbitrator.

10. DATA PROTECTION

You must protect the privacy and legal rights of the end user under applicable laws. You might have access to monitor, use and disclose end user data which might be shared with Delhivery from time to time. You shall inform the end user of the same.

NON-SOLICITATION

The Customer shall not, without the prior written consent of Delhivery either directly or indirectly solicit, hire, or contract with any employee of Delhivery during the term of this MSA and for a period of 3 (three) years following termination thereof.

Violation of Terms

If you violate these Terms, we reserve the right to issue a warning to you regarding the violation and / or immediately terminate or suspend any or all accounts you have created using the Applications and immediately terminate the contractual agreement you have with us.

Annexure 1 - Acceptable Use Policy

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

• use the Application without, or in violation of a written agreement with us;
• enable or allow any third party to use the Applications using your account information;
• engage in chain letters, junk mails, pyramid schemes, phishing, spamming, fraudulent activities, or other unsolicited messages;
• copy, modify, pledge, sell, display, distribute, transfer, assign, or sublicense the Applications;
• interfere with, bypass or disable any features or functionality that are embedded in or included in the Applications;
• access or use the Applications for the purpose of performing or disclosing any benchmarking;
• use the Applications to build similar or competitive products or services;
• use or allow your Application to adversely affect the performance or functionality of any technology provided in the Applications;
• access or use the Application in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms;
• remove, amend, or destroy any logos, trademarks, or other marks or use them in any manner other than as stated under these Terms;
• use the Applications in any way which could cause damage or injury to any person or property;
• use the Applications 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 Applications;
• upload, transmit, store, or make available any content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Applications;
• apply any procedure or process to any Applications in order to ascertain or derive the source code for it or any trade secret or process contained in it;
• mislead anybody in any way or make any fraudulent statements or representations in relation to your use or access to our Applications;
• mislead anybody in any way or make any fraudulent statements or representations in relation to your use or access to our Applications;
• use the Applications in violation of any applicable laws including any applicable privacy laws;
• decompile, disassemble, or reverse engineer the Applications or permit or authorize a third party to do so; or
• modify or create derivative works of any technology available through our Applications.