Chipmunks Delivery Partner Terms (English)

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 Chipmunks Services (defined below) and accessing the platform www.chipmunks.in and the mobile application “Chipmunks” owned and operated by Chipmunks (“Chipmunks”) and licensed for use on a revocable, non-exclusive, temporary, non-assignable basis to You, collectively referred to as, the “Platform”, connect with the users registered on the Platform (“Users”) and the merchants registered on the Platform (“Merchants”) to provide Your transportation, delivery and logistics services to them, as may initiated by them on the Platform.

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THEPLATFORM OR AVAILING THE CHIPMUNKS SERVICES OR ACCESSING/USING ANY MATERIAL, INFORMATION THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM OR CHIPMUNKS SERVICESSHALL 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 Chipmunks at its sole discretion and posted on the Platform. By using the Platform or the Chipmunks 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.chipmunks.in/privacy.

You hereby acknowledge and agree that Chipmunks is a technology services provider that does not (i) provide Delivery Partner/CDP Services (defined below), or (ii) function as a transportation/logistics carrier, (iii) operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers. 

1. 1. 1. Chipmunks Delivery Partner/CDP 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 weekend 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. 1. 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 the Item from the Merchant to the User, You acknowledge that Chipmunks is only a facilitator of the transactions that take place on the Platform and Chipmunks 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 a transaction on the Platform by which you will be required to pick up packages/Items from a particular location and drop off the packages/Items at another location (“Pick Up and Drop Off Services”). You agree that before pick up of Item you shall ensure the packaging is not tempered, lose or broken. You further agree that before dropping off the packages, you shall take reasonable measures to ensure that the packages/Items are dropped off at the correct drop off location in original condition/packaging and handed over to the correct person. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.
      3. Purchase Items. You acknowledge that Users may initiate a transaction on the Platform by which you would be required to purchase any Item for the User (“Purchase Services”). It is hereby clarified and acknowledged by you that your services to the User are concluded only upon the Item being delivered to the User.
      4. 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 Chipmunks will not be responsible for the Item purchased or for any loss/damaged caused to the Item during transit.
      5. For the purposes of this Terms of Use, Delivery Services, Pick Up and Drop Off Services, and Purchase Services, shall herein after together be referred to as the “CDP Services”.
      6. You shall provide the CDP 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 CCDP Services.

1. 1. 2. Registration. 

1. 1. 1. You shall be permitted to access the Platform, avail the Chipmunks Services and connect with the Users and Merchants on the Platform, as the case maybe, to provide CDP Services only upon creating an Account (defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, avail Chipmunks Services and provide CDP 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 Chipmunks. It is your responsibility to provide all your current, updated and requisite details. You shall be required to provide Chipmunks, at the time of registration, forth with upon any revision, and at any time on Chipmunks request, with information and documentary evidence pertaining to you, any authorizations that you may have, contact details and other details as requested by Chipmunks. The document/information that Chipmunks may need from your end shall be intimated to you from time to time. Chipmunks reserves the right to independently verify your documentation from time to time in any way Chipmunks deems appropriate in its reasonable discretion.
      2. Upon registration on the Platform, you will receive a Chipmunks Delivery Partner Identification Number (“CDP ID”). The CDP ID is specific to you only. You are responsible for all CDP Services provided under the CDP ID allocated to you.
      3. 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 Chipmunks 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. Chipmunks 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 Chipmunks 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.
      4. Chipmunks 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 CDP Services performed by you for the Users, and is not false or misleading in any manner. Chipmunks does not independently verify the information. Chipmunks shall in no way be responsible or liable for the accuracy or completeness of any information provided by you.
      5. Registration Fee.Chipmunks may charge a non-refundable on boarding fee at the time of registration on the platform.

1. 1. 3. Chipmunks Services :
         

         The Platform provides you with the following services (“Chipmunks Services”)-

1. 1. 1. License to the Platform;
      2. Where authorized, collection of your fee for CDP Services.
      3. It may facilitate the issuance of invoice/payment statement to the Users, on Your behalf

1. 1. 4. Provision of CDP Services. 

1. 1. 1. When you are logged into Your Account on the Platform, Users’ requests for CDP 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 CDP 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”).
      2. You hereby acknowledge and agree that once You have accepted a User’s request for CDP Services, the Platform may display to the User in an automated manner, certain information about You which may inter alia include Your name, contact information, photo and location, Your rating, Your driving license information and Your vehicle registration number and other personal information necessary for the successful and timely accomplishment of the CDP Services.
      3. 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 CDP Services through the Platform in accordance with these Term of Use and applicable law.
      4. You shall provide valid invoices issued by Merchants to the User for the Items covered under CDP 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.
      5. You shall transport all Items for the Users and provide all CDP 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.
      6. With respect to CDP 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 CDP Services, You shall immediately report the same concerned law enforcement authorities. You expressly agree that you will not deliver/transport any alcoholic beverages or entertain any User’s request to deliver/purchase or transport any alcoholic beverages or any other contraband items.

5. Delivery Partner’s Relationship with Chipmunks

1. 1. 1. Chipmunks 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 CDP Services by the Delivery Partners or maintenance of Delivery Partner’s vehicle or compliance with applicable laws applicable to Delivery Partners of CDP Services. It is hereby clarified that there is no employer-employee relationship between Chipmunks and the Delivery Partners. Delivery Partner acknowledges that Chipmunks does not control, or purport to control:

• • • when or for how long will the Delivery Partner utilize the Platform or the Chipmunks Services; or
    • Delivery Partner’s decision, via the Platform, to attempt to accept or to decline or ignore a User’s request for CDP Services on the Platform, subject to Chipmunks then-current cancellation policies.

1. 1. 1. You are not an employee of Chipmunks. You may thus choose to engage with other occupations or means of livelihood. There is no exclusivity arrangement with Chipmunks 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 Chipmunks and undertake not to hold yourself out as an employee, agent or authorized representative of Chipmunks or its affiliates. Where, by implication of mandatory law or otherwise, You may be deemed an employee, agent or representative of Chipmunks, You undertake and agree to indemnify, defend and hold Chipmunks 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.
      2. Your Account may be deactivated or otherwise restricted from accessing or using the Platform or the Chipmunks Services in the event of a violation of these Terms of Use, disparagement of Chipmunks or any of its affiliates, or Your act or omission that causes harm to Chipmunks or any of its affiliates’ brand, reputation or business as determined by Chipmunks in its sole discretion. Chipmunks also retains the right to deactivate or otherwise restrict you from accessing or using the Platform or the Chipmunks Services for any other reason at the sole and reasonable discretion of Chipmunks.
      3. You agree that you may require certain enablers such as bikes, mobile phones, helmets, bags or other such instruments for you to perform CDP Services. Chipmunks is not responsible to provide any such support to you. In particular, Chipmunks 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 Chipmunks Services.
      4. Chipmunks may from time to time provide you with certain advisories in respect of your performance of the CDP 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.
      5. To facilitate provision of CDP 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 Chipmunks. The choice of availing all such services is yours. Chipmunks is not responsible for such services provided by third parties. If you choose to avail such benefits you authorize Chipmunks to share information about You as required for such third party to provide the services to You. 

1. 1. 6. Delivery Partner’s Relationship with Users.

1. 1. 1. Delivery Partner acknowledges and agrees that it’s provision of CDP Services to Users creates a legal and direct business relationship between the Delivery Partner and the User, to which Chipmunks is not a party. Chipmunks 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 CDP 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. 1. 7. Ratings. 

1. 1. 1. You agree that: (i) after providing CDP Services to a User, the Platform will prompt the User with an option to provide a rating of such CDP Service provided by You and, optionally, to provide comments or feedback about You and such CDP Service; and (ii) after providing the CDP 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.
      2. In order to continue to receive access to the Platform and the Chipmunks Services, You hereby acknowledge that you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Chipmunks 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, Chipmunks 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), Chipmunks may deactivate your access to the Platform and the Chipmunks Services.
      3. Chipmunks and its affiliates reserve the right to use, share and display Your ratings and comments in any manner in connection with the business of Chipmunks and its affiliates without attribution to or approval of Delivery Partners and You hereby consent to the same. Chipmunks 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 Chipmunks or its affiliates’ content policies.

1. 1. 8. Devices. 

1. 1. 1. In order to access the Platform and provide the CDP Services to the Users, You may use your own device (“Delivery Partner Device”).
      2. While using a Delivery Partner Device: (i) You shall be responsible for the acquisition, cost and maintenance of such Delivery Partner Device as well as any necessary wireless data plan; and (ii) Chipmunks 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 CDP Services to the User using the Delivery Partner Device; or You have deleted Your Account from the Platform. You hereby agree that: (i) use of the Platform and Chipmunks Services on a Delivery Partner Device requires an active data plan with a wireless carrier associated with the Delivery Partner Device, which data plan will be provided by You at Your own expense; and (ii) use of the Platform on a Delivery Partner Device as an interface with the Chipmunks Services may consume very large amounts of data through the data plan. Chipmunks advises that Delivery Partner Devices should only be used under a data plan with unlimited or very high data usage limits, and Chipmunks shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan during the performance of CDP Services.

1. 1. 9. Location Based Services. 

• • • You acknowledge and agree that your geo-location information is required from You to provide the CDP Services to the Users, using the Platform and is required by Chipmunks for it to provide You with Chipmunks Services. You acknowledge and hereby consent to the following:(a) Your geo‐location information will be monitored and tracked by Chipmunks, when You are logged into Your Account on the Platform and available to receive requests for providing CDP 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 CDP Services to such User. In addition, Chipmunks 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 Chipmunks products and services.

1. 1. 10. Delivery Partners and Vehicles 

1. 1. 1. Delivery Partner Requirements. In order to register as a Delivery Partner, You must be above 18 years of age. You acknowledge and agree that You shall at all times hold and maintain (i) a valid driver’s license (if applicable) with the appropriate level of certification to operate the vehicle driven/ridden by You, and (ii) all licenses, permits, approvals and authority applicable to Your vehicle (if applicable) that are necessary to provide CDP Services; (iii) the appropriate and current level of training, expertise and experience to provide CDP Services in a professional manner with due skill, care and diligence; and (iv) high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time.
      2. Vehicle Requirements. You acknowledge and agree that Your vehicle with which You choose to provide CDP Services shall be: (i) operated in compliance with all applicable laws; (ii) properly registered, insured and licensed in accordance with law to operate as a passenger transportation vehicle, a shared mobility vehicle and/or vehicle to transport/deliver Item(s)/product purchased in the Territory on behalf of the User; (iii) suitable for performing the passenger transportation service, shared mobility services and/or to transport Item(s) as contemplated by these Terms of Use; and (iv) maintained in good operating condition, consistent with industry safety and maintenance standards 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. 1. 11. Financial Terms 

1. 1. 1. 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.
      2. Delivery Partner Fees: For the provision of CDP Services, You may charge a fee to the User, the amount of which is determined in accordance with the guidelines framed by Chipmunks for Delivery Partners (“CDP Fees”).

Note, Chipmunks frames the guidelines for the purposes of providing a uniform experience on the Platform to Users, Merchants and Delivery Partners. Please review carefully the CDP Fees applicable to the CDP Services You chooses to provide before you do so.

3. Fare Calculation for Delivery Services: For the Delivery Services provided by You to Users in specified Territories, You are entitled to charge a fare to the User for each instance of completed Delivery 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 Chipmunks to the Delivery Partner) plus distance (as determined by Chipmunks 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”).

4. Changes to Fare Calculation: Chipmunks reserves the right to change the Fare Calculation at any time based upon local market factors, and Chipmunks 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 Chipmunks Services after any such change in the Fare Calculation shall constitute Your consent to such change.

5. Fare / Ride Cost Adjustment. Any adjustment to Fare/Ride Cost for instances such as technical error in the Chipmunks Services or force majeure events etc., shall be subject to uniform polices applicable from time to time.

6. Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for CDP Services that have been accepted by You at any time prior to the provision of CDP Services. In the event that a User cancels an accepted request for CDP Services, Chipmunks may charge the User a cancellation fee on behalf of You. If charged, this cancellation fee shall be deemed Ride Cost/Fare/CDP Fees for the cancelled CDP Services and shall be remitted to You (“Cancellation Fee”).

7. Taxes: You acknowledge and agree that You are required to: (i) complete all tax registration obligations (if any) and calculate and remit all tax liabilities related to the provision of CDP Services as required by applicable law; and (ii) provide Chipmunks 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 CDP Services. Notwithstanding anything to the contrary in this Agreement, Chipmunks may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Your provision of CDP 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 Chipmunks shall be entitled to deduct tax at source in accordance with applicable law, prior to making any payouts to you.

1. 1. 12. Proprietary Rights and License 

1. 1. 1. License Grant. Subject to the terms and conditions of these Terms of Use, Chipmunks 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 Chipmunks Services solely for the purpose of providing CDP Services to Users. Further, subject to the terms and conditions of these Terms of Use, Chipmunks hereby grants the Delivery Partner a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license to use the proprietary marks of Chipmunks for the sole purpose of providing the CDP Services. All rights not expressly granted to Delivery Partner are reserved by Chipmunks, its affiliates and their respective licensors.
      2. Restrictions. You shall not, and shall not allow any other party to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Chipmunks Services, Platform or (if applicable) in any way; (ii) modify or make derivative works based upon the Chipmunks Services or Platform; (iii) improperly use the Chipmunks Services or Platform, including creating Internet “links” to any part of the Chipmunks Services or Platform, “framing” or “mirroring” any part of the Chipmunks Services or Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Chipmunks Services or the Platform; (iv) reverse engineer, decompile, modify, or disassemble the Chipmunks Services or Platform,; or (v) send spam or otherwise duplicative or unsolicited messages. In addition, You shall not, and shall not allow any other party to, access or use the Chipmunks Services or Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Chipmunks 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 Chipmunks Services/Platform; or (iv) attempt to gain unauthorized access to the Chipmunks Services or its related systems or networks, (v) defame, abuse, harass, threaten or otherwise violate the legal rights of others; (vi) impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity; (vi) publish, post, upload, distribute or disseminate any information that is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, hateful, or racially, ethnically objectionable, disparaging, inappropriate, profane, infringing or otherwise unlawful in any manner whatever; or that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; (vii) upload files that contain software or other material protected by applicable intellectual property laws unless You own or control the rights there to or have received all necessary consents; (viii) upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another’s computer; (ix) engage in any activity that interferes with or disrupts access to the Platform or the Chipmunks Services (or the servers and networks which are connected to the Platform); (x) attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Chipmunks server, or to any of the Chipmunks Services offered on or through the Platform, by hacking, password mining or any other illegitimate means; (xi) probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. (xii) reverse look-up, trace or seek to trace any information on any other user (Merchant, User, Delivery Partner), of or visitor to, the Platform, to its source, or exploit the Platform or Chipmunks Services or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform; (xiii) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites; (xiv) collect or store data about other users (Merchant, User, Delivery Partner), in connection with the prohibited conduct and activities set forth in this Terms of Use; and (xv) use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform; (xvi) use the Platform or any material or content on the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Chipmunks or other third parties; (xvii) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; (xviii) misuse the personal information of the registered users or use their personal information or disclose such personal information for any purpose other than to fulfil Your obligations under these Terms of Use; (xix) violate any code of conduct or other guidelines, which may be applicable for or to any particular Chipmunks Service; (xx) violate the Terms of Use contained herein or elsewhere, or violate any applicable laws or regulations for the time being in force within or outside India;

1. 1. 1. Ownership. The Chipmunks Services, Platform and Chipmunks Data (defined below), including all intellectual property rights therein are and shall at all time remain the property of Chipmunks,its affiliates or their respective licensors, as the case maybe. Neither this Terms of Use nor Your use of the Chipmunks Services, Platform or Chipmunks Data conveys or grants to You any rights: (i) in or related to the Chipmunks Services, Platform or Chipmunks Data, , except for the limited license granted under these Terms of Use; or (ii) to use or reference in any manner Chipmunks’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 Chipmunks’s rights in its CHIPMUNKS family of trademarks and names, including CHIPMUNKS, alone and in combination with other letters, punctuation, words, symbols and/or designs, and the CHIPMUNKS Logo (“CHIPMUNKS Marks and Names”). You agree that You will not try to register or otherwise claim ownership in any of the CHIPMUNKS Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, orin any confusingly similar mark or name.
      2. For the purposes of these Terms of Use “Chipmunks Data”means all data related to the access and use of the Chipmunks 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 Chipmunks Services and the Platform, and the CDP ID.

1. 1. 13. Confidentiality

 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 Chipmunks Data, CDP 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).

1. 1. 1. Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of its obligation under the Terms of Use; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Terms of Use, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use of Confidential Information no less protective than the terms hereof; and (iv) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Terms of Use or at the request of the other party (subject to applicable law and, with respect to Chipmunks, its internal record keeping requirements).
      2. 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 CDP Services in accordance with the provisions of this Terms of Use.
      3. 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. 

1. 1. 14. Access to Platform. 
          Notwithstanding these Terms of Use, Chipmunks reserves the right to temporarily or permanently, as it may deem fit, discontinue Your access to the Platform, Chipmunks Services and/or de-list You from the Platform with immediate effect in the following instances:
          1. User complaints received by Chipmunks which are directly attributable to You; or
          2. Breach of the provisions of any applicable law; or
          3. Breach of the representations and warranties under these Terms of Use; or
          4. Any other breach of the Terms of Use, Chipmunks 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);
          5. The provision of the Chipmunks Services to You by Chipmunks is, in the opinion of Chipmunks, no longer commercially viable or in any way detrimental to Chipmunks, its business or the Platform;
          6. You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Chipmunks has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
          7. Chipmunks has elected to discontinue, with or without reason, your access to the Platform, Chipmunks Services or any part thereof.

1. 1. 15. Eligibility to Use : 

You shall not have more than one active Account (as defined hereinafter) on the Platform. Additionally, you are prohibited from selling, trading, or otherwise transferring Your Account to another party.

1. 1. 16. Third Party Content : 

The Platform makes available general third-party information and other data from external sources (“Third Party Content”). The provision of Third-Party Content is for general informational purposes only. You acknowledge that the Third-Party Content provided to you is obtained from sources believed to be reliable. Chipmunks does not provide any guarantee with respect to any the Third-Party Content and Chipmunks 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, Chipmunks shall not be held liable for the same at any instances.

1. 1. 17. Insurance :

Delivery Partner represents and agrees that he or she holds or is otherwise covered by a valid insurance policy of liability insurance, including, but not limited to third party liability insurance (as per industry-standard coverage amounts and in pursuance of mandatory regulatory requirements) with respect to Delivery Partner’s operation of his/her vehicle(s)under these Terms of Use.

1. 1. 18. Warranties, Covenants and Disclaimers 

1. 1. 1. You agree to use the Platform and the materials provided therein only: (i) for purposes that are permitted by the Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines.
      2. You hereby represent and warrant that: (i) You have full power and authority to enter into this Terms of Use and perform your obligations hereunder; (ii) You have not entered into, and will not enter into, any arrangement that would prevent it from complying with this provisions of the Terms of Use and applicable law; (iii) You will comply with all applicable laws in its performance of this Terms of Use, including holding and complying with all permits, licenses, registrations, certifications and other governmental authorizations necessary to provide CDP Services using the required vehicle pursuant to this Terms of Use.
      3. 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.
      4. You represent and warrant that You upon performing the CDP Services, promptly and accurately update on the Platform that You have completed such CDP Services or delivered the Item, as the case may be.
      5. You represent and warrant that all governmental authorizations, consents, licenses, registration, approvals and other consents required under applicable laws for the provision of CDP Services have been obtained and shall remain in force for as long as You are using the Platform and availing the Chipmunks Services or during the provision of CDP Services by You.
      6. 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 Chipmunks. 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.
      7. You acknowledge and agree that by accessing or using the Platform or Chipmunks 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. Chipmunks disclaims all liabilities arising in relation to such offensive content on the Platform.
      8. 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 Chipmunks 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 Chipmunks (and Chipmunks 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 Chipmunks 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.
      9. Disclaimer of Warranties. You hereby accept and acknowledge that, the Chipmunks Services and Platform is provided on an “as is” and “as available” basis. Chipmunks does not represent, warrant or guarantee that Your access to or use of the Chipmunks Services or Platform: (i) will be uninterrupted or error free; or (ii) will result in any guaranteed requests for CDP Services. Chipmunks 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 CDP Services from You, and Chipmunks need not screen or otherwise evaluate Users. By using the Chipmunks 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 Chipmunks Services or the Platform. Chipmunks expressly disclaims all liability for any act or omission of any Delivery Partner, any User, Merchant or other third party.
      10. No Service Guarantee. Chipmunks does not guarantee the availability or uptime of the Chipmunks Services or the Platform. You acknowledge and agree that the Chipmunks Services or Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Chipmunks 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 Chipmunks is not responsible for any delays, delivery failures or other damages, liabilities or losses, costs resulting from such problems.

1. 1. 19. Indemnification 

You shall indemnify, defend and hold harmless Chipmunks and its affiliates and the irrespective officers, directors, employees, agents, successors and assigns (“Indemnified Parties”) from and against any and all liabilities, losses (including reputational loss and brand value loss caused due to deficiency of services on part of You), demands, expenses(including legal fees and disbursements in connection there with and interest chargeable upon), damages, penalties, fines, social security contributions and taxes asserted against or incurred by the Indemnified Parties arising out of or related to: (i) Your breach of Your representations, warranties or obligations under this Terms of Use; or (ii) a claim by a third party (including Users, Merchant, regulators and governmental authorities) directly or indirectly related to (x) Your provision of CDP Services or use of the Chipmunks Services or the Platform, (y) Your acts of negligence or willful misconduct in performance of this Terms of Use. 

1. 1. 20. Limits of Liability. 

Chipmunks and its affiliates shall not be liable under or related to this Terms of Use for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. In no event shall the liability of Chipmunks or its affiliates under this Terms of Use exceed INR 100/- (Rupees One Hundred). You acknowledge and agree that any and all claims You have or purport to have against Chipmunks and/or its affiliates should be notified to Chipmunks 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. 1. 21. Term and Termination 

1. 1. 1. These Terms of Use will continue to apply until terminated by either You or Chipmunks as set forth below (“Term”). These Terms shall continue to apply so long as You continue to access the Platform.
      2. If You want to terminate these Terms, You can do so by (i) notifying Chipmunks to close Your Account; and (ii) not accessing the Platform. Such termination shall take effect after 15days of receipt of the above notice and Chipmunks shall delist the Delivery Partner at the end of the 15th Day.
      3. Upon termination of Your Account, the CDP ID allotted to You, and/or any other content or materials related to You shall be deleted. Chipmunks may however retain Your transaction history on the Platform or in Your Account and any other Delivery Partner records, for be legal purposes without any obligation to provide you with the data.
      4. 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 Chipmunks Services or the Platform prior to such termination. Further, Chipmunks shall not be liable to You or any third party for any termination of Your Account, or Your access to the Platform and Chipmunks Services.

1. 1. 22. Violation of the Terms of Use 

1. 1. 1. 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 Chipmunks, for which monetary damages would be inadequate, and You consent to Chipmunks obtaining any injunctive or equitable relief that Chipmunks may deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that Chipmunks may have at law or in equity.
      2. If Chipmunks does take any legal action against You as a result of Your violation of these Terms of Use, Chipmunks 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 Chipmunks. 

1. 1. 23. Relationship of the Parties

Except as otherwise expressly provided herein to the relationship between Chipmunks and Delivery Partner is solely that of independent contractors. The parties expressly agree that: (i) these Terms of Use do not create any relationship of employment with Chipmunks nor does it impose any employer obligations on Chipmunks (inter alia including obligations under labor laws and tax laws); and (ii) no joint venture, partnership, or principal-agent relationship exists between Chipmunks and Delivery Partner(s). However, for the limited sole purpose of collection of CDP Fees, Ride Cost, Fare etc., Chipmunks may be engaging with third parties’ services on behalf of Delivery Partner, for collecting payments from Users onbehalf of the Delivery Partner.

1. 1. 24. Miscellaneous Terms

1. 1. 1. Modification. Chipmunks reserves the right to modify these Terms of Use, effective upon publishing an updated version on the Platform. Chipmunks 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 Chipmunks 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. Chipmunks 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 Chipmunks Services, or the Platform will constitute Your acceptance of those changes.
      2. Supplemental Terms. Supplemental terms may apply to Your use of the Platform or the Chipmunks Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified by Chipmunks from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of,these Term of Use. Supplemental Terms shall prevail over these Terms of Use in the eventof a conflict.
      3. 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.
      4. 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 Chipmunks. Chipmunks 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
      5. Notices. Any notice delivered by Chipmunks to You under these Terms of Use will be deliveredby email to the email address associated with Your Account or by posting the same on the Platform. Any notice delivered by You to Chipmunks under these Terms of Use will be delivered by contacting Chipmunks on legal@Chipmunks.in and/or its support representatives.
      6. Governing Law; Arbitration. This Terms of Use shall be governed exclusively by laws of India and the Parties expressly submit to the exclusive jurisdiction of the courts of Bangalore. In the event of any dispute, claim or controversy arising under, or in relation to, this Terms 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 Chipmunks pursuant to the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Bengaluru, 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.