Terms of Service: Transport, Delivery and Logistics
Last modified: 20 October 2020
TERMS OF USE
Section A – General Terms
1. Introduction
1.1. Please read these Terms of Use carefully. By using the Service (as defined below), you agree that you have read and understood the terms in these Terms of Use which are applicable to you. These Terms of Use and the ZAPP Policies (as defined below) constitute a legally binding agreement (“Agreement”) between you and ZAPP (as defined below). The Agreement applies to your use of the Service provided by ZAPP. If you do not agree to the Terms of Use please do not use or continue using the Application (as defined below) or the Service.
1.2. ZAPP may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on https://www.zapp.today or the Application. It is your responsibility to review the Terms of Use and ZAPP Policies regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.
1.3. If you use the Service in a country other than the country where you registered for the Application (the “Alternate Country“), you must regularly review the Terms of Service applicable in the Alternate Country which can be found at https://www.zapp.today as it may differ from the country where you registered for the Application. By using the Service in the Alternate Country, you agree to be bound by prevailing Terms of Use in the Alternate Country.1.4. ZAPP IS A SERVICE COMPANY WHICH PROVIDES A PLATFORM FOR USERS TO OBTAIN OR PROCURE SERVICES. DEPENDING ON THE SERVICE IN QUESTION, THE SERVICES MAY BE SUPPLIED BY ZAPP OR A THIRD PARTY PROVIDER. WHERE THE SERVICE IS PROVIDED BY A THIRD PARTY PROVIDER, ZAPP’S ROLE IS MERELY TO LINK THE USER WITH SUCH THIRD PARTY PROVIDER. ZAPP IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY THIRD PARTY PROVIDER, AND ANY LIABILITY IN RELATION TO SUCH SERVICES SHALL BE BORNE BY THE THIRD PARTY PROVIDER. THIRD PARTY PROVIDERS SHALL NOT REPRESENT TO BE AN AGENT, EMPLOYEE OR STAFF OF ZAPP AND THE SOLUTIONS PROVIDED BY THIRD PARTY PROVIDERS SHALL NOT BE DEEMED TO BE PROVIDED BY ZAPP.2. DefinitionsIn these Terms of Use, the following words shall have the meanings ascribed below:2.1. “Application” means the relevant mobile application(s) made available for download by ZAPP (or its licensors) to Users and Third Party Providers respectively;
2.2. “ZAPP” means:
2.2.1. Zapp Services Pvt. Ltd. in relation to ZAPP Today and ZAPP Delivery;
2.2.2. Zapp Services Pvt. Ltd. in relation ZappCar, ZappShare, JustZapp, ZappServices, ZappExpress, ZappDelivery;
2.2.3. Zapp Services Pvt. Ltd. in relation to Zapp Shop;
2.2.4. in relation to Zapp for Business, the Zapp entity stated at the Zapp for Business account sign-up page (or if there is no such entity stated, Zapp Services Pvt. Ltd.); and/or
2.2.5. the relevant subsidiary, affiliate, associated company of or entity jointly controlled by Zapp Services Pvt. Ltd..2.3. “Zapp Policies” means the following:
2.3.1. the Privacy Policy;
2.3.2. the Zapp booking policy each as published in the Application;
2.3.3. the Zapp Driver / Delivery Partner Code of Conduct or the Zapp Customer Code of Conduct, as may be applicable; and
2.3.4. all other forms, policies, notices, guidelines, frequently asked questions (FAQs), in-app or website product/service descriptions and information cards, or agreements provided to or entered into by you from time to time;
2.4. “Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information;
2.5. “Platform” means the relevant Zapp technology platform, portal or website that, when used in conjunction with the Application, enables Users to request or access Solutions;
2.6. “Privacy Policy” means our privacy policy accessible at: https://www.zapp.today/privacy/ as amended from time to time;2.7. “Service” means the linking of Users to Third Party Providers or other Users through the Application, Platform and/or Software;2.8. “Software” means any software associated with the Application which is supplied made available for download and installation by Zapp;
2.9. “Solutions” means the following transportation, logistics and/or other services which are made available to Users through the Service (each a “Solution”):
2.9.1. Zapp;
2.9.2. ZappCar;
2.9.3. JustZapp;
2.9.4. ZappDelivery;
2.9.5. ZappOnDemand;
2.9.6. ZappMulti-Stop;
2.9.7. Any such other services which Zapp may make available from time to time;
2.10. “Third Party Provider” means the independent third parties who provide the relevant Solutions to Users through the Service, including drivers, delivery partners and third party merchants such as Zapp Merchants;
2.11. “User” means any person who uses the Application, Platform and/or Software to search for and obtain the Solutions; and
2.12. “User Charges” shall mean charges incurred by Users for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions.
3. Representations, Warranties and Undertakings
3.1. By using the Service, you represent, warrant / undertake that:
3.1.1. You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old. You cannot enter into the Agreement if you are below eighteen (18) years old;
3.1.2. All the information which you provide shall be true and accurate;
3.1.3.You will only use the Application, Platform and Service for their intended and lawful purposes;
3.1.4.You will keep your account password or any identification we provide you which allows access to the Service secure and confidential;
3.1.5.You agree to notify us immediately of any unauthorized use of your account or any other breach of security;
3.1.6.You will not try to interrupt or harm the Service, Application and/or the Software in any way;
3.1.7.You will not attempt to commercially exploit any part of the Application without our permission, including without limitation modify any of the Application’s content in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose without our permission;
3.1.8.You shall not impair or circumvent the proper operation of the network which the Service operates on;
3.1.9.You will not authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity;
3.1.10. You will provide us with whatever proof of identity or any other documents, permits, licenses or approvals which we may reasonably request or require;
3.1.11. You will not use the Application for sending or storing any unlawful material or for fraudulent purposes;
3.1.12. You will not use the Application and/or the Software to cause nuisance or behave in an inappropriate or disrespectful manner towards Zapp or any third party;
3.1.13. When using the Service, you agree to comply with all laws applicable to you and/or your use of the Service;
3.1.14. You will not copy, or distribute the Software or other content without written permission from Zapp;
3.1.15. You will provide accurate, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement. You agree that Zapp may rely on your information as accurate, current and complete. You acknowledge that if your information is untrue, inaccurate, not current or incomplete in any respect, Zapp has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;
3.1.16. You will only use an access point or data account which you are authorized to use;
3.1.17. You agree that the Service is provided on a reasonable-effort basis;
3.1.18. You agree that your use of the Service will be subject to the Zapp Policies as may be amended from time to time;
3.1.19. You agree to assist Zapp with any internal or external investigations as may be required by Zapp in complying with any prevailing laws or regulations in place; and
3.1.20. You agree to assume full responsibility and liability for all loss or damage suffered by yourself, Zapp or any other party as a result of your breach of this Agreement.
3.1.21 You will not utilise modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Zapp or to disrupt the natural functions of the Application.
3.1.22 You provide us the phone numbers of Zapp users and other contacts in your mobile phone address book on a regular basis. You confirm that you are authorised to provide us with such numbers to enhance your use of the Service.
3.2. If you are a Third Party Provider, you further represent, warrant / undertake that:
3.2.1. If applicable, you possess a valid driver’s license and are authorized to operate a motor vehicle and have all the appropriate licenses, approvals and authority to provide transportation or delivery services for hire to third parties in the jurisdiction in which you use the Service;
3.2.2. If applicable, you own, or have the legal right and authority to operate, and you have all appropriate licences and approvals in respect of, the vehicle, motorcycle, bicycle or other mobility device (“Vehicle”) which you intend to use when providing transportation or delivery services for hire, and such Vehicle is in good operating condition and meets the industry safety standards for Vehicles of its kind;
3.2.3. If applicable, you will use the appropriate road safety equipment (e.g. helmet);
3.2.4. If applicable, you have a valid policy of liability insurance (in industry-standard coverage amounts) for the operation of your Vehicle and/or business insurance to cover any anticipated losses related to the operation of a taxi/passenger transportation service or other delivery services;
3.2.5. You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the transportation/delivery service provided by you;
3.2.6. You shall obey all local laws related to the operation of a taxi/passenger transportation service or other delivery service and will be solely responsible for any violations of such local laws;
3.2.7. You shall not contact Users for purposes other than in connection with the Service;
3.2.8. You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Application, or any other customer of Zapp, including without limitation any user account not owned by you, to its source, or exploit the Application or any service or information made available or offered by or through the Application, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Application;
3.2.9. You are aware that when responding to Users, standard telecommunication charges may apply which shall be solely borne by you;
3.2.10. If you are required to and do sign up for an account on behalf of your employer, your employer shall be the owner of the account, and you represent and warrant that you have the authority to bind your employer to the Agreement; and
3.2.11. You agree that you are forbidden from giving out coupons and suggesting any other form of discounts to the Users. You are strictly forbidden to use the Service for other purposes such as but not limited to data mining of Zapp’s information or information related to the Application or the Service. A breach hereof constitutes a grave offence and may be treated as industrial espionage or sabotage, and Zapp reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service other than for the purpose for which it is intended to be used.
3.3. If you are a User, you further represent, warrant / undertake that :
3.3.1. Your use of the Service is, unless otherwise allowed by Zapp, for your own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Minor”), in which case you shall assume primary responsibility of the Minor; 3.3.2. If you are using the Service for the purpose of accessing a personal mobility device (PMD) made available to you under the Platform, you warrant that you are of full age under the applicable laws to operate the PMD; 3.3.3. Where applicable, you agree to indicate the accurate number of passenger(s) when requesting for the Service. 3.3.4. You further acknowledge and agree that if the information on the number of passengers is untrue or inaccurate, the third party transportation provider is entitled to cancel your booking and you may be charged a Cancellation Fee, as per the Cancellation Policy on Zapp’s website; 3.3.5. You shall not contact the Third Party Provider for purposes other than the Service; 3.3.6. You shall not intentionally or unintentionally cause or attempt to cause damage to the Third Party Provider or the Vehicle; 3.3.7. Where applicable, you will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Application or Platform except for your personal, non-commercial use; 3.3.8. Where applicable, you will not copy any content displayed through the Application or Platform, including any third party product content and reviews, for republication in any format or media; 3.3.9. You acknowledge and agree that only one (1) account can be registered on one device; 3.3.10. You are aware that when requesting Solutions by SMS or by using the Service, standard telecommunication charges will apply; and 3.3.11. You agree that Zapp may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account. 4. CompatibilityDifferent models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Application, Platform and/or Software. While we continuously develop the Application, Platform and Software in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Application and Platform are likely to be accessed from, we do not warrant compatibility of the Application, Platform and/or Software with specific mobile devices or other hardware. 5. License Grant and Restrictions 5.1. Zapp and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access the Application and/or the Software to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Zapp and its licensors. 5.2. You shall not: 5.2.1. license, sublicense, sell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application and/or the Software in any way; 5.2.2. modify or make derivative works based on the Application and/or the Software; 5.2.3. “mirror” the Application / Software on any other server or wireless or internet-based device; 5.2.4. except to the extent such restriction is prohibited under applicable law, disassemble, decompile, reverse engineer, decrypt or attempt to derive and codeor extract software from, the Application or any software or services made available on or through the Application; 5.2.5. Use any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, (a) to unduly burden or hinder the operation and/or performance of the Application; (b) to conduct data mining or scraping activities, or (c) in any way reproduce or circumvent the navigational structure or presentation of the Application or its content; 5.2.6. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; 5.2.7. remove any copyright, trademark or other proprietary rights notices contained on the Application or Platform; or 5.2.8. use the Application to: (a) send spam or otherwise duplicative or unsolicited messages; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (c) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; (e) attempt to gain unauthorized access to the Application or its related software, systems or networks; (f) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (g) engage in any conduct that could possibly damage our reputation or amount to being disreputable.6. Payments6.1 Payment Terms for Third Party Providers (Drivers/Delivery Partners) 6.1.1 The fees which you pay Zapp for the Service are due immediately and are non-refundable (“Service Fee“).This no-refund policy shall apply at all times regardless of your decision to terminate your access to the Application / Platform, our decision to terminate or suspend your access to the Application / Platform, disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever. 6.1.2 YOU ACKNOWLEDGE AND CONFIRM THAT ZAPP MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO YOU THE TOTAL AMOUNT OF USER CHARGES DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SOLUTION. 6.1.3 Zapp retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the Terms in this Agreement. In such an event, you shall not hold Zapp liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you. 6.1.4 Zapp may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Users whereby these promotional offers shall accordingly be honored by you. Zapp may change the Service Fee at any time at its sole discretion. 6.1.5 Cash Collected On Delivery: The cash that is collected on deliveries will be transferred from Zapp to clients / customers through our online partner ‘eSewa’. The cash collected will be transferred to Zapp’s customer / client within 7 business days from the day collected.6.2 Payment Terms for Users:6.2.1 Users are required to make full payment of the User Charges for all services offered in the Application by the method selected at the time of booking, which may be cash, or one of the automated payment methods available to you on the Application. Any payment pursuant to such selection is non-refundable and irrevocable.6.2.3 If the tipping feature is available, you may have the option to pre-set a default “tip” amount of your choosing when you register for the Service. This will automatically be included in the User Charges after the Solution has been provided and given to the Third Party Provider unless you choose to change the amount or remove the tip. 7. Cancellation 7.1 Cancellation Terms for Third Party Providers: 7.1.1 The Users rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Users’ bookings will impair the Users’ experience and negatively impact the reputation and branding of Zapp. 7.1.2 While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. Zapp reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted. 7.2 Cancellation Terms for Users (Transportation Solutions): 7.2.1 Unless otherwise stated in any Zapp Policy, you may cancel your request for transportation services at any time before you commence your ride with the Third Party Provider that has been matched with you by the Service. 7.2.2 If you decide to cancel your ride booking or do not show up at the designated location, you may be charged a Cancellation Fee or such other Cancellation Fee as Zapp may notify from time to time via the Cancellation Policy on Zapp’s website. 7.2.3 If you feel you were incorrectly charged a Cancellation Fee, you may contact Zapp via email for assistance. Zapp reserves its absolute discretion to any refunds to you and such refunds may be credited to the payment card you used for the journey, or to your ZappPay Wallet or by such other method as is deemed reasonable by Zapp. 8. ZappRewards Loyalty Programme and Promotions for Users 8.1 If indicated as such during your use of the Application, you will automatically be a member of the loyalty programme named “ZappRewards Loyalty Programme” operated by Zapp and/or its affiliate companies. 8.2 The terms of the ZappRewards Loyalty Programme will be governed by the ZappPay Terms of Use, accessible via the https://www.zapp.today/terms-conditions website. 8.3 From time to time, Zapp may run marketing and promotional campaigns which offer voucher codes, discounts, subscription plans or other promotional offers to be used on the Platforms (“Vouchers“). Vouchers are subject to validity periods, redemption periods, limits and/or other availability. Vouchers may not be valid when used in conjunction with other promotions, discounts or other vouchers. Additional terms and conditions may apply to Vouchers. Unless otherwise stated, Vouchers can only be used on our Platforms. Vouchers are non-transferable, non-exchangeable, non-refundable and cannot be exchanged for cash. Zapp may withdraw, amend and/or alter any applicable terms and conditions of the promotions or subscriptions at any time without prior notice. Zapp may also void, discontinue or disqualify any User from any promotion or subscription plan without prior notice in the event that that User breaches any part of these Terms of Use. 9. Ratings 9.1. Users and Third Party Providers may be allowed to rate each other in respect of Solutions provided. 9.2. Every rating will be automatically logged onto Zapp’s system and Zapp may analyse all ratings received. Zapp may take all appropriate actions including suspending your use of the Service without any notice or compensation to you. 10. Complaints 10.1. Any complaints between Third Party Providers and Users must be taken up with each other directly. 11. Repair and Cleaning Fees for Users 11.1. Where applicable, you shall be responsible for the cost of repairing any damage to or necessary cleaning of the Third Party Provider’s Vehicle as a result of your misuse of the Service or breach of the Terms of Use herein. Zapp may facilitate payment for reasonable cost of such repair or cleaning on behalf of the Third Party Provider via your designated payment method or demand from you in cash, in the event a request for repair or cleaning request by the Third Party Provider has been verified by Zapp. 12. Intellectual Property Ownership 12.1. Zapp and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Software and/or the Application and by extension, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service and/or any Solution. The Terms of Use do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service, the Software and/or the Application, or any intellectual property rights owned by Zapp and/or its licensors. Zapp’s name, Zapp’s logo, the Service, the Software and/or the Application and the third party transportation providers’ logos and the product names associated with the Software and/or the Application are trademarks of Zapp or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term the Software and the Application herein shall include its respective components, processes and design in its entirety. 13. Taxes 13.1. You agree that this Agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. You shall comply with all applicable laws and take all steps required to enable, assist and/or defend Zapp to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service. 13.2. If you are a Third Party Provider, you are accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.14. Confidentiality 14.1. You shall maintain in confidence all information and data relating to Zapp, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Zapp (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from Zapp, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without Zapp’s prior written consent, disclose such information to any third party nor use it for any other purpose. 14.2. The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information: 14.2.1. was at the time of receipt already in your possession; 14.2.2. is, or becomes in the future, public knowledge through no fault or omission on your part; 14.2.3. was received from a third party having the right to disclose it; or 14.2.4. is required to be disclosed by law. 15. Data Privacy and Personal Data Protection Policy 15.1. Zapp collects and processes your Personal Data in accordance with its Privacy Policy. The Privacy Policy applies to all of Zapp’s Services and its terms are made a part of this Agreement by this reference. 15.2. Where applicable, you agree and consent to Zapp, its subsidiaries and any of its affiliate companies collecting, using, processing and disclosing Personal Data as further described in our Privacy Policy. 15.3. You acknowledge that Zapp may disclose Personal Data of other individuals to you in the course of your use of Zapp’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Zapp, and not for any other unauthorized purposes.16. Third Party Interactions 16.1. During use of the Service, you may enter into correspondence or transactions with third parties who display or offer their goods and/or service through the Platform or Application. Any such communication or agreement is strictly between you and the applicable third party and Zapp and its licensors shall have no liability or obligation for any such communication or agreement. Neither Zapp nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through the Platform or Application, and in no event shall Zapp, its licensors or its affiliate companies be responsible for any content, products, services or other materials on or available from such sites or third party providers. Certain third party providers of transportation, goods and/or services may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such goods or services, and Zapp is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third party providers. You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such third party services. Zapp is not liable for any information that you provide to or authorise us to provide to a third party, or for such third party’s collection, use and disclosure of such information. 16.2. Zapp may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. If you do not wish to receive such advertising and marketing, please refer to our Privacy Policy for instructions to unsubscribe or update your privacy settings. 16.3. You agree and allow Zapp to compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party you interact with through the Service and/or advertising or marketing material supplied by third parties through the Service. 16.4. We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties (“Third Party Links“). Such Third Party Links are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk. 16.5. You acknowledge that the Application utilises and modifies search results from Google Maps services and content, and that by using the Application, you agree to comply with (a) the Google Maps/ Google Earth Additional Terms of Services at https://maps.google.com/help/terms_maps.html; (b) the Google Privacy Policy at https://www.google.com/policies/privacy/; and (c) the Google Acceptable Use Policy at https://cloud.google.com/maps-platform/terms/aup/. You further agree that when using the Application you shall not: 16.5.1 copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any of the source code of Google Maps; 16.5.2 sublicense, transfer or distribute Google Maps; 16.5.3 sell, resell or otherwise make Google Map available to a third party as part of a commercial offering that does not have material value independent of Google Maps; or 16.5.4 access or use Google Maps in a manner that is illegal or which is likely to result in a circumvention of any fees payable to Google. 17. Indemnification 17.1. By agreeing to the Terms of Use upon using the Service, you agree that you shall indemnify and hold Zapp, its licensors and each such party’s affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the Service, the Platform, Software and/or the Application in your dealings with the Third Party Providers or Users (as the case may be), third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms of Use, any third party terms and conditions or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party, including Third Party Providers or Users arranged via the Service, or (d) your use or misuse of the Service, the Platform, Software and/or the Application; and (e) where applicable your ownership, use or operation of any Vehicle, including your provision of Solutions to Users via the Service where applicable.18. Disclaimer of Warranties 18.1. Zapp makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, Software, Application or Platform. Zapp does not represent or warrant that (a) the use of the Service, Software, Application or Platform will be secure, uninterrupted, free of errors or other harmful components, or operate in combination with any other hardware, software, system or data, (b) will meet your requirements or expectations, (c) any stored data will be accurate or reliable, or (d) the quality of any products, services, information or other materials purchased or obtained by you through the Application will meet your requirements or expectations. The Service is provided to you strictly on an “as is” basis. All conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded to the extent permissible by law. 18.2 Zapp makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Third Party Providers or any Solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Third Party Providers and shall have no recourse to Zapp in respect of the same. 18.3 Where applicable, Zapp’s role as collection agent is solely mechanical and administrative in nature and Zapp does not owe to you a duty of care or any fiduciary duties.19. Internet DelaysTHE SERVICE, PLATFORM, APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE THIRD PARTY PROVIDER BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. ZAPP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.21. Limitation of Liability 21.1. UNLESS OTHERWISE STATED, AND TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS AGAINST ZAPP BY YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILISING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. ZAPP AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE OR SOLUTION, INCLUDING BUT NOT LIMITED TO: 21.1.1. LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE; 21.1.2. THE USE OR INABILITY TO USE THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE; 21.1.3. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING; OR 21.1.4. AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY USER, THIRD PARTY PROVIDER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED TO BY THE SERVICE, THE APPLICATION AND/OR THE SOFTWARE,EVEN IF ZAPP AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 21.2. ZAPP DOES NOT WARRANT OR REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE Zapp FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. 21.3. ZAPP WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND USERS OR THIRD PARTY PROVIDERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE CUSTOMER WITH A CURRENT CORPORATE ACCOUNT WITH ZAPP, ZAPP CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE THIRD PARTY PROVIDERS, INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE Zapp FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION, OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE, THE SOFTWARE AND/OR THE APPLICATION. 21.4. THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO THE USER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.22. Notice 22.1. Zapp may give notice through the Application, electronic mail to your email address in the records of Zapp, or by written communication sent by registered mail or pre-paid post to your address in the records of Zapp. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Zapp (such notice shall be deemed given when received by Zapp) by letter sent by courier or registered mail to Zapp using the contact details as provided in the Application. 23. Assignment 23.1. Unless otherwise stated herein, this Terms of Use as modified from time to time may not be assigned by you without the prior written approval of Zapp but may be assigned without your consent by Zapp. Any purported assignment by you in violation of this section shall be void. 24. Dispute Resolution 24.1. This Terms of Use shall be governed by Nepal law, without regard to the choice or conflicts of law provisions of any jurisdiction.25. Relationship 25.1. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise with Zapp. 26. Severability 26.1. If any provision of the Terms of Use is held to be invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired. 27. No Waiver 27.1. The failure of Zapp to enforce any right or provision in the Terms of Use shall not constitute a waiver of such right or provision. 28. Entire Agreement 28.1. This Agreement comprises the entire agreement between you and Zapp in relation to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions. 29. Suspension and Termination 29.1. You agree that we may do any of the following, at any time, without notice:(i) modify, suspend or terminate operation of or access to the Application, or any portion of the Application (including access to your account and/or the availability of any products or services), for any reason;(ii) modify or change any applicable policies or terms; and(iii) interrupt the operation of the Application or any portion of the Application (including access to your account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes.We shall not be required to compensate you for any suspension or termination. 30. No Third Party Rights 30.1. Except for the parties who are indemnified pursuant to the indemnification provisions set out herein, this Agreement does not give rights to any third parties who are not party to this Agreement.Section B – Additional Terms1. ZappFood 1.1 For ZappFood Users: 1.1.1 The Application allows you to place orders for food and beverage from food and beverage providers (“ZappFood Merchants”), which at your option when placing the order(s), may be delivered to you by an independent third-party food delivery services provider (“Delivery Service Provider(s)”) or be made available for self pick-up from the respective ZappFood Merchants during the time period as specified in the Application or otherwise communicated by Zapp. Zapp does not own, sell or resell any food and beverage items and does not control the ZappFood Merchants, the Delivery Service Providers or any services provided by them. You understand that any order that you place shall be subject to the product availability and location serviceability of the ZappFood Merchants and/or the Delivery Service Providers. 1.1.2 All food order and delivery bookings placed on the Application (“Food Order”) are treated as confirmed. You shall not be entitled to cancel a Food Order after it is confirmed (including any address changes initiated via the app chat or call function with the Third Party Provider). If you cancel a Food Order after it has been confirmed, you remain liable to pay the applicable fees for the Food Order in full regardless of whether it has been prepared by the ZappFood Merchant. For the avoidance of doubt, where you have opted to self-pick up a Food Order, you will be deemed to have cancelled the Food Order by not collecting it within the time period specified in the Application or otherwise communicated by Zapp. Neither Zapp nor the Third Party Provider shall be responsible to retain the Food Order for your collection after the said period has lapsed. 1.1.3 Upon your placement of a Food Order, the ZappFood Merchants and/or the Delivery Service Provider may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Zapp is not involved in and will not be responsible for any such separate arrangement between you and the ZappFood Merchant and/or Delivery Service Provider. 1.1.4 You remain liable to pay the order value in full where (i) cancellation is made by you after the ZappFood Merchant starts food/beverage preparation or (ii) you are not present or do not show up at the designated delivery location or you are unreachable physically or uncontactable after 5 minutes from the time that the Delivery Service Provider arrives at the designated delivery location. 1.1.5 Zapp, the ZappFood Merchant and/or Delivery Service Provider may not process your Food Order in the event of any of the following:(a) you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable,(b) if the requested delivery location falls outside the delivery zone offered in the Application,(c) there is a lack of information, direction or authorization from you at the time of delivery, or(d) unavailability of items ordered. 1.1.6 The prices of food and beverage items reflected in the Application are determined solely by the ZappFood Merchant and are listed for information only. 1.1.7 Prices of food and beverage items as reflected in the Application may, for reasons such as technical issue, typographical error or outdated product information supplied by the ZappFood Merchant, be incorrectly reflected and in such an event the ZappFood Merchant may cancel your order(s). 1.1.8 The ZappFood Merchant shall be solely responsible for any warranty in relation to, and quality of, the food and beverage products sold to you. 1.1.9 You are responsible for ensuring that the details entered by you in respect of the Food Order on the Application are accurate and complete. Zapp shall not be liable (i) in the event of late delivery or non-delivery of food and beverage items that you order by reason of erroneous delivery details entered by you on the Application; or (ii) in the event of late or non-collection of the takeaway you ordered for self pick-up by reason of erroneous collection details entered by you on the Application. 1.1.10 After the delivery of the food and beverage items or collection of the takeaway you ordered for self pick-up, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention of the food and beverage items (including but not limited to containers) whether caused directly or indirectly by you or any person acting on your behalf. 1.1.11 Persons placing an order for alcohol from any ZappFood Merchant must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing an order that includes alcohol, you confirm that you are at least eighteen (18) years old. The Delivery Service Provider will have the right to (A) request to be shown your identity document for age verification purposes; and to (B) refuse to deliver or provide any alcoholic product to any person who at the time of delivery or self pick-up (i) does not appear to be at least eighteen (18) years old or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or collection of takeaway and in such an event you agree that Zapp, the Delivery Service Provider and the ZappFood Merchant shall not be liable to make any refund to you for payment already made by you. 1.1.12 If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts upon checkout of the Food Order. All promotion codes and discounts are subject to its specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted food or beverage item may be rounded and will be set out on the check out page for your Food Order. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promo codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discount in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. Pursuant to arrangement or agreement between you and the ZappFood Merchant and/or Deliver Service Provider pursuant to Clause 1.1.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, we reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied. 1.2 For ZappFood Merchants:As a ZappFood Merchant, in addition to provisions applicable to Third Party Provider in general and other terms or contracts which you have entered into with Zapp, you are subject to the additional terms below. 1.2.1 Creation and Monitoring of Self-funded Campaign or PromotionYou may be able to create a campaign, participate in promotion or place an order for advertisement(s) on the Application via our tool(s) which is made available on the Application PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign, promotion and/or advertisement (“Marketing Activity(ies)”). In creating or otherwise indicating consent to participate in a Marketing Activity, you may be required to indicate information such as the type of Marketing Activity, budget for the Marketing Activity and/or the proposed duration for the Marketing Activity. The types of Marketing Activities which you may choose from the Application may be varied from time to time at Zapp’s sole discretion, and where provided, suggested or offered, you agree and acknowledge that they are made available on an ‘as-is’ basis.By creating the campaign or participating in any promotions using our tool(s) on the Application, you accept the following additional general conditions:(a) Any information submitted through your account to us (whether via our Application or otherwise), including without limitation the submission of your consent to participate in a Marketing Activity and acceptance of the applicable terms, shall be deemed to have been submitted by you, regardless of whether they are submitted on your behalf by your employee or other individuals. You are solely responsible to ensure that only authorized individuals have access to your account.(b) Any information you input into our Application where required or otherwise provided to us must be complete, truthful, accurate and not misleading.(c) Your intention to create or otherwise indicate consent to participate in a Marketing Activity via our Application must be genuine and must not be conducted in a manner which may be misleading to the Users. You shall indemnify us in the event where we incur any losses or damages arising from or in connection with the Marketing Activity.(d) Depending on the type of Marketing Activity elected by you, the way in which we may facilitate the Marketing Activity may differ. You agree that it is your responsibility to review any and all information made available by us to understand how each type of Marketing Activity will be facilitated. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating or otherwise indicating consent to participate in a Marketing Activity. By creating or otherwise indicating consent to participate in a Marketing Activity, you irrevocably agree to the way in which the Marketing Activity will be facilitated.(e) You shall be responsible to directly handle any complaints or enquiries from Users in respect of the Marketing Activity.(f) In the event where you would like to end, pause or otherwise vary a Marketing Activity (for example, where the discounted item under the Marketing Activity has become out of stock prior to expiry of the said duration, where you would like to cancel the Marketing Activity or vary the budget indicated for the Marketing Activity), you must immediately indicate the same via our Application or otherwise in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the Marketing Activity and remain responsible to handle any enquiries or complaints from Users in respect of or in connection with the Marketing Activity. (g) Notwithstanding any provision otherwise and in any event, your creation or indication of consent to participate in a Marketing Activity does not indicate our approval that the Marketing Activity is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the Marketing Activity is, and will be conducted, in accordance with the applicable law.(h) While we do not supervise or monitor the Marketing Activity, we reserve the rights to (but are not obliged to) cancel, take down, suspend or otherwise vary the Marketing Activity as we deem fit, without being liable for any damage or loss whatsoever, including any refund of the fee or cost which you have paid for the purposes of the Marketing Activity.(i) We may make available to you information relating to the Marketing Activity, and such information is considered as part of the content of the Application and is subject to Clause 1.2.5 below of this Section B.(j) You agree to pay to Zapp any and all costs and expenses in connection with the Marketing Activity and the payment shall be in the manner as described under Clause 1.2.7 below of this Section B.(k) You must notify us immediately if your account has been used without your authorization to create or otherwise indicate consent to participate in a Marketing Activity or where any other breach of security has occurred. In such an event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred due to the Marketing Activity created or launched using your account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your account.(l) You agree that any amount payable to you by Users for each Food Order placed pursuant to the Marketing Activity may be rounded in accordance with our internal policies which we may update from time to time.(m) Zapp Delivery is not responsible for the damage of the food or items that is being delivered. Zapp is only the delivery service that picks up the items and delivered to the end location. Zapp does not or will not compensate for any damages of the food or any items that is being delivered. 1.2.2 Submission of Content or InformationWe do not claim ownership of any content or information that you upload on our Application or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide[, perpetual] license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such licence.Via the Application, we may provide you with an option to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by User(s) in order to facilitate the Service(s) including without limitation detail(s) of an order placed by a user. You acknowledge that any such content or information may be made available in real time to end customers via an application operated by us or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the end customers in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted or amended by you (via the Application or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights. In the event where you amend any content submitted by user(s) such as an order placed by a User, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected User; and (2) Zapp is not involved in and will not be responsible for the amendments made by you, though Zapp reserves the right to (but is not obliged to) carry out Rectification Measure(s) (as defined below) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.1.2.3 Personal DataWithout prejudice to the foregoing, information which you have submitted to us for your registration as a merchant on our systems, which may include your personal data as described in the Privacy Policy, may be linked to the account on the Application or in the course of carrying out Services on this Application. You hereby give your consent to such transfer and storage of information for the purposes of facilitation of your business via our systems, and to facilitate your request to use our products and services in the Application. Your use of the account and the Application may be monitored by us or a third party service provider to provide you with information on your business and Account. You further agree that any personal data you receive via the Application shall only be used for the direct and specific purpose for which you are provided the personal data; and shall be deleted or anonymized once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt, when you are provided with personal data of a User via the Application for the purposes of obtaining prior confirmation to amend an order placed, you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose. 1.2.4 HyperlinksYou must obtain our prior written approval if you wish to link to or make use of any content on our Application. In this regard, you may send us a formal request by way of email for our consideration. For the avoidance of doubt, without our approval, you are not allowed to link or make use of any content on our Application for commercial purposes. In any event, notwithstanding that we have granted approval for the linking, you must not establish a link to our Application (a) in such a way as to suggest any form of association, approval or endorsement on our part where none exists; or (b) in any website which prohibits such linking or will in any way prejudice or compromise our reputation or integrity. We reserve the right to withdraw linking permission without notice. The Application must also not be framed on any other site. 1.2.5 Content of the ApplicationWithout prejudice to any other provisions in these Terms of Use, we may vary, modify or remove any content on the Application without notice (including without limitation information relating to the availability of a product or service, product or service descriptions, pricing, promotions, offers, product shipping charges and transit time). In the rare event where any information on our Application contains any typographical errors, inaccuracies or omissions, we reserve the right to carry out measures such as (i) correcting the said errors, inaccuracies or omissions, (ii) changing or updating information; and/or (iii) canceling orders if any information provided to you (whether via this Application or other related website) at the time of your order is inaccurate or if we otherwise are of the view that it is appropriate to cancel your order (“Rectification Measure”), at any time without prior notice (including without limitation after an order has been submitted). Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information on our Application, or carry out any other Rectification Measure, except as required by law. For the avoidance of doubt, no specified update or refresh date as shown on the Application or on any related website, should be taken to indicate that all information on the Application or on any related website has been modified or updated; and we shall, in no event, be liable to you or any third party for any losses, damages or consequences arising from (i) any variation, modification or removal of the content on the Application; and (ii) any Rectification Measure taken. 1.2.6 Limitation of LiabilityTO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW AND WITHOUT PREJUDICE TO THE OTHER PROVISION OF THESE TERMS OF USE, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OF USE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE LOWEST OF (i) ONE HUNDRED NEPALI RUPEE (NPR Rs.100.00), (ii) THE VALUE OF THE SUBJECT MATTER IN QUESTION; OR (iii) THE AMOUNT YOU PAID US TO USE OR ACCESS THE APPLICATION OR ANY OF ITS FEATURES OR FUNCTIONALITY IN THE PAST 12 MONTHS (IF ANY).1.2.7 TerminationNotwithstanding any other term in this Agreement, this Agreement shall terminate when your relationship with us as a merchant on our systems is terminated. Such termination does not release either party from any liability which, at the time of such termination has already accrued or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have with respect to any breach of this Agreement. 1.2.8 Payment MethodNotwithstanding any other provisions, in order to settle any amount payable by you to Zapp or its affiliates (‘Amount Payable’), you authorise Zapp and its affiliates to directly deduct the Amount Payable from any [amount receivable by you] as a Third Party Provider (including without limitation your balance in the merchant wallet on the Application) (“Amount Receivable”) prior to crediting the Amount Receivable to the bank account(s) which you have instructed Zapp or its affiliates to transfer the Amount Receivable to. We reserve the right to change the payment method or otherwise set off the Amount Payable against your Amount Receivable by providing reasonable notification to you, or we may choose to issue an invoice for the Amount Payable where we deem appropriate. 2. ZappExpress 2.1 For ZappExpress Third Party Providers: 2.1.1 You shall not accept any delivery item having size, dimensions or weight in excess of the below:
For ZappExpress Bike
Not more than 32cm x 25cm x 12cm in sizeNot more than 5 kg in weight
For ZappExpress Car
Not more than 70cm x 50cm x 50cm in sizeNot more than 20 kg in weight 2.1.2 You shall not accept any delivery item containing or which you believe may contain any of the below items:Fragile items (including flowers, cakes) that require special handlingRaw meat, raw seafood, frozen food and/or dairy productsHazardous, explosive, flammable and unsafe items (including power banks)Valuable items and documents (e.g. cash, passport, or other official identification documents)Credit or debit cardsIllegal items and substances (e.g. pornographic magazines and imitation weapons)Live animals and plantsAny unpacked / loose items that can easily be damaged in transitCounterfeit goodsBullion, currency in any denomination, tax stamps / stickers, bearer forms or negotiable instruments, precious metals / stonesAny items that cannot be reproduced (e.g. photos, film)Any item(s) of an aggregate value exceeding NPR Rs. 1000 (Nepali One Thousand)2.2 For ZappExpress Users: 2.2.1 You shall not send any delivery item containing any of the following:Fragile items (including flowers, cakes) that require special handlingRaw meat, raw seafood, frozen food and/or dairy productsHazardous, explosive, flammable and unsafe items (including power banks)Valuable items and documents (e.g. cash, passport, or other official identification documents)Credit or debit cardsIllegal items and substances (e.g. pornographic magazines and imitation weapons)Live animals and plantsAny unpacked / loose items that can easily be damaged in transitCounterfeit goodsBullion, currency in any denomination, tax stamps / stickers, bearer forms or negotiable instruments, precious metals / stonesAny items that cannot be reproduced (e.g. photos, film)Any item(s) of an aggregate value exceeding NPR Rs. 1000 (Nepali One Thousand) 2.2.2 You represent and warrant that you are either the owner or authorised representative of the owner of the delivery item, and that you are authorised to accept and you accept these Terms of Use for yourself or as a representative acting for and on behalf of the owner of the delivery item. 2.2.3 You are responsible for ensuring that the delivery details (e.g. recipient’s name, contact details and delivery address) entered by you on the Application are accurate and complete. Zapp shall not be liable in the event of late delivery or non-delivery of delivery items by reason of erroneous delivery details entered by you on the Application. For the avoidance of doubt, address changes via the in app chat or call function with the Third Party Provider shall not be accepted as a proof of address change. 2.2.4 You represent and warrant that you are duly authorised by the recipient of the delivery item to provide the recipient’s details (e.g. name, contact details and delivery address) to Zapp and the Third Party Provider (whether by way of your entering such details on the Application or otherwise). 2.2.5 You represent and warrant that the description and specific details of the delivery item which you provide are accurate and complete. Before delivery commences, you must inform the Third Party Provider of any specific precautions which should be applied to the handling of the delivery item in accordance with its nature. 2.2.6 You represent and warrant that you comply with all applicable laws and regulations relating to the nature, condition, packaging, handling, storage, and transportation of the delivery item and the delivery item is not or does not, in any way or condition: (a) non-compliant with or prohibited by any applicable laws or regulations; (b) dangerous; (c) easily experience degradation of quality; (d) flammable; (e) contain explosives; (f) corrosive; (g) contain radioactive substances; (h) prohibited based on the provisions stipulated in the ASEAN Framework Agreement On The Facilitation Of Goods In Transit (including Protocol 9); and/or (i) regulated by other relevant authorities. 2.2.7 Zapp and/or the Third Party Provider has the right to open and inspect the delivery item without prior notice to you based on any reasonable suspicion that the delivery item may contain or constitute non-compliant or prohibited items as referred to in the above mentioned provisions herein and Zapp and/or Third Party Provider has the right to refuse the receipt and delivery of such delivery item. 2.2.8 You represent and warrant that the delivery item has been packed by yourself personally, is properly and sufficiently prepared, packed, stowed, labelled and marked in a manner that is appropriate to any operations or transactions affecting the delivery item and the characteristics of the delivery item. 2.2.9 After the delivery item is delivered, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention relating to the delivery item whether or not caused directly or indirectly by you or any recipient of the delivery item (or any person acting as servant, representative or independent contractor for or on behalf of you or the recipient). 2.1.10 You acknowledge that in the ordinary course of delivering the item, the Third Party Provider may disclose your details to the recipient. Zapp is not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of recipient and Zapp shall not be liable or be responsible for any losses (direct or indirect) suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of Zapp. 2.2.11 As a general rule you shall not be entitled to cancel your booking once you have received confirmation of the same. If you cancel your booking after it has been confirmed, you remain liable to pay the delivery booking fee in full. You remain liable to pay the delivery booking fee in full where the recipient whom you indicated in the Application is unreachable physically or uncontactable after 5 minutes from the time that the Third Party Provider arrives at the designated delivery location. Zapp and Third Party Provider will have the right to not proceed with your booking in the following circumstances:(a) where the requested delivery location falls outside the delivery zone offered on the Application;(b) failure to contact you by phone or other means at the time of confirming the order booking;(c) failure to deliver your order due to lack of information, direction or authorisation from you at the time of delivery; or(d) the recipient whom you indicated in the Application is unreachable physically or uncontactable, after 5 minutes from the time that the Third Party Provider arrives at the designated delivery location. 2.2.12 Third Party Providers have the right to refuse delivery if the delivery item falls within the categories listed at paragraph 2.2.1 above.6. Zapp for Business6.2 Active Account Required 6.2.2 You acknowledge and agree that before an Authorised User is authorised, and before the Authorised User can access the Zapp for Business’s functionalities relating to the Service pursuant to this Agreement (“Proposed User”), such Proposed User must (i) download and install the Application on a compatible mobile device, (ii) register for and maintain an active personal user account (“Active Account“) until the Corporate User Account is terminated. The Proposed User’s registration requires the entry of personal data and may require a personal credit card number or any other payment method authorised by Zapp. The Proposed User must also confirm the mobile number provided during the registration process. Zapp’s use of any personal data and credit card or other authorised payment method information to establish an Active Account shall be as set forth in the Privacy Policy. 6.2.3 You acknowledge that certain Proposed or Authorised Users may be suspended or banned from use of the Service due to future or past violations of the Terms of Use, and that Zapp shall have no obligation or liability related to a Proposed or Authorised User that is unable to obtain or maintain an Active Account for the purposes of Corporate Billing due to such violations. 6.3 User Account Linking 6.3.2 To enable Zapp for Business features for a Proposed User with an Active Account, you shall provide Zapp with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Corporate User (e.g., name@companydomain.com), and (iii) other identifying information about the Active Account holder as reasonably requested by Zapp (“Linking Data”). Zapp will use the Linking Data provided for the purpose of authenticating the identified Active Account holder and linking such Active Account with the Zapp for Business account to establish the Active Account holder as an Authorised User, and verifying the status of such Authorised User from time to time during the term of this Agreement. All Proposed Users invited to enable Zapp for Business features will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with the Corporate User Account. Upon the linking of the Corporate User Account to an Active Account and where Corporate Billing applies, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to your Corporate User Account via the Corporate Billing option.6.3.3 You acknowledge that the verification and linking described above will require Zapp to contact each such Proposed User using the Linking Data, and by providing Linking Data, you confirm that you have obtained all necessary consents from each Proposed User for Zapp to contact such Proposed User for the purpose of implementing the Zapp for Business account in the applicable Active Account. You shall ensure that Linking Data provided to Zapp is accurate and complete, and Zapp shall not be liable to you, an Authorised User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by you. 6.3.4 You agree to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with your Corporate User Account for Zapp for Business that Zapp will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (ii) obtain any necessary consent from each Authorised User for Zapp to share detailed trip/booking information with you. 6.3.5 An Authorised User’s personal account may be unlinked from your account and the Corporate Billing option at any time by you unlinking the Authorised User through the Portal. 6.4 Responsibility for User Account ActivityYou agree that (a) you are responsible for all User Charges incurred by Authorised Users on a then-current Authorised User list regardless of whether such User Charge was authorised between Authorised User and you and (b) User Charges may be subject to price changes at any time, including, without limitation, occasional increases during surge periods and other amounts as further described in the Terms of Use. Further, you agree that Zapp shall not be responsible for User Charges incurred by an Authorised User after you have attempted removal of such Authorised User from the Corporate Billing option to the extent you provide incomplete or inaccurate Authorised User removal information via the Portal. Finally, as between you and Zapp, you shall be responsible for the User Charges incurred due to fraudulent or other prohibited activity on the part of Authorised User’s use of Corporate Billing for the Service. You shall notify Zapp promptly upon discovery of fraudulent or prohibited activity occurring under your account. 6.5 RestrictionsYou agree to, and to cause all Authorised Users to, use the Service and Application solely as set forth in this Terms of Use. Zapp reserves the right to suspend participation in Corporate Billing to you and/or any Authorised Users for violations of these Terms of Use. In the event that an Authorised User’s Active Account is suspended or terminated pursuant to these Terms of Use, such Authorised User’s access to Corporate Billing shall also be suspended. Corporate User shall not, and shall not authorise others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Service or Application, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Service or Application to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the Application for any usage of the Service or (d) impose any additional fees or charges on an Authorised User related to use of the Service. Zapp reserves all rights not expressly granted to you or Authorised Users under these Terms of Use. 6.6 Account Administration 6.6.2 Zapp for Business PortalYou will be provided with access to the Portal. Zapp’s primary contact with you shall be by way of your appointed administrator set forth on the account creation form associated with this Agreement (“Company Admin”). The Portal may enable you to (a) view a current list of all Proposed Users who have been invited, and Authorised Users who have been linked, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Authorised User’s access to Corporate Billing (d) view relevant trip/booking information as determined by Zapp from time to time (“Portal Data“) and prepare and review activity reports using Portal Data, (e) disable all current Authorised Users from using Corporate Billing methods, (f) manage and update the Authorised Users on file, (g) view current, appoint new, and remove Company Admins . You agree to use Portal Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. Zapp reserves the right to add, remove and update features and functionality of the Zapp for Business Portal at any time without any notice to you. 6.6.3 AdministrationYou may appoint additional Company Admins at your discretion, and Zapp will provide the necessary Portal login credentials to you. You agree to (a) maintain all Portal login credentials in confidence, (b) only permit the lead Company Admin and your other authorised company administrators to access the Portal, and (c) update all information of the lead Company Admin and other authorised administrators to ensure that it is current, accurate, and complete. You shall limit access to Portal Data to only those personnel who have a legitimate business need to access such Portal Data. You shall be responsible for all activities that occur under your Portal login credentials including keeping and maintaining an accurate list of current Authorised Users entitled to access Corporate Billing methods via the Portal. Zapp may review the current list of Authorised Users from time to time via the Portal to maintain and support the Application and Service and ensure compliance with the Terms of Use. 6.7 Fees and Payments 6.7.1 FeesIn consideration of the provision of the Solution and Platform provided by Zapp, including Corporate Billing, Zapp may charge a service or administration fee (the “Fees”) as determined by Zapp from time to time. You shall pay to Zapp all User Charges and the Fees on the terms set forth below. 6.7.2 Payment TermsSubject to terms and conditions determined by Zapp in its sole discretion, you will be able to access monthly reports (each, a “Monthly Report“) for User Charges incurred by Authorised Users utilising Corporate Billing during the preceding month (“Monthly Billing“). If you qualify for and elect to participate in Monthly Billing through the Portal, User Charges and Fees shall be billed to you monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by you within thirty (30) days from the date of such Monthly Report.If you have not enabled Corporate Billing and instead you have opted for a reimbursement or corporate credit card method of payment, Zapp shall charge the Authorised User for User Charges at the end of each Authorised User’s trip/booking on a per trip/booking charge basis via the payment methods selected by the Authorised User.FeesAll Fees shall be exclusive of Value Added Tax (VAT). VAT includes Goods and Services Tax (GST) and/or similar sales taxes. If VAT is chargeable on any Fees, you shall pay the VAT amount to Zapp when making payment of the Fees. Fees paid shall be paid free of any deduction for withholding tax (if applicable).User ChargesUnless otherwise indicated on an Authorised User receipt, all payments made pursuant to this Terms of Use are exclusive of applicable taxes, and you agree to be responsible for the payment of any such taxes assessed on User Charges, including VAT. You agree to provide information that Zapp may reasonably request in order for Zapp to be able to comply with its tax reporting obligations including, but not limited to, your registered company name, billing address, tax number (where applicable) and any other evidence that Zapp may require to show that you are a business conducting an economic activity. If you are participating in Monthly Billing, the Monthly Report will indicate Fees in the currency applicable to the place of incorporation only. If you are not participating in Monthly Billing, all payments shall be processed in the local currency applicable to the geography of the Authorised User’s applicable ride. All payments are non-refundable unless otherwise stated.For the purpose of clarity, all payments shall be made by you to the Zapp entity that is stated in the Zapp for Business account sign-up page on https://www.business.Zapp.com(or if there is no such entity stated, Zapptaxi Pte Ltd and Zappcar Pte Ltd). 6.7.3 NonpaymentZapp reserves the right to immediately suspend your account and suspend any or all Corporate Billing by all Authorised Users in the event of any unpaid User Charges and/or Fees by you due to past due Monthly Reports (as applicable), an invalid credit on your Corporate User Account, or a rejected transaction. Zapp further reserves the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable credit reporting agencies, in the event of any unpaid User Charges and/or Fees hereunder. Re-establishing your account after full payment of late User Charges and/or Fees shall be at Zapp’s sole discretion. All late payments shall bear interest at 2% per month or the maximum allowed by applicable law. 6.8 Term and Termination 6.8.1 These terms shall apply from the date of your Corporate User Account creation and shall remain in effect until it is terminated. 6.8.2 Either you or Zapp may terminate this Agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and paragraphs 6.7 to 6.13 of this section shall survive such termination. 6.9 Warranties and Disclaimer of Liability 6.9.1 You represent and warrant that (a) you have the full right, power and authority to enter to this Agreement, and that (b) your acceptance of these Terms of Use and performance of your obligations herein do not and will not violate any other agreement which you are party to.6.9.2 You further represent and warrant that: (a) you have all rights and permissions necessary to provide Zapp with the Linking Data and any other information provided to Zapp hereunder in connection with the Service and Corporate Billing; (b) you have obtained legally adequate consent from Proposed Users and Authorised Users as necessary to provide Zapp with any personal data in connection with the Service and corporate payment methods including Corporate Billing, (c) you have notified, and obtained legally adequate consent from, Proposed Users and Authorised Users that Zapp will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (d) you are in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security. 6.9.3 OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY OR DATA PRIVACY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF Zapp OR CORPORATE USER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (I) TEN THOUSAND SINGAPORE DOLLARS (NPR5,000) (OR LOCAL CURRENCY EQUIVALENT THEREOF), AND (II) THE TOTAL FEES PAID OR PAYABLE BY YOU TO Zapp HEREUNDER. 6.10 Proprietary Rights 6.10.1 No PublicityNeither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance. 6.10.2 OwnershipZapp and its affiliate companies are and shall remain the owners of all right, title and interest in and to the Service, Application and Portal including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to you or any Proposed User or Authorised User in connection with these Terms of Use.6.11 Force MajeureNon-performance of either party of any obligations hereunder shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. 6.12 AssignmentNotwithstanding anything contained in this Agreement, either party may assign this Agreement without the consent but with notice to the other party in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party. 6.13 Legal FeesIn any legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this agreement. 7. Point of Interest Contributions 7.1 This section applies to Users’ and Third Party Providers’ submission of Point of Interest (“POI”) locations to the map in the relevant Application. 7.2 Submission requirements: When submitting a POI, you are required to provide POI content such as the name, address and category of the POI. You may also provide additional POI content such as images of the POI and relevant additional details (“POI Content”). 7.3 Prohibited content: You shall ensure that all POI Content submitted: 7.3.1 is not inaccurate, fake or spam; 7.3.2 is not defamatory, obscene, discriminatory, provocative, derogatory, harmful, offensive or otherwise objectionable; 7.3.3 does not contain irrelevant content such as political or personal opinions; 7.3.4 does not offer or promote the sale of any regulated or prohibited items or services, including but not limited to tobacco, drugs, gambling, weapons, medical services and adult services; 7.3.5 does not refer to, promote or depict sexually explicit content, abusive images and/or images of minors, violence, terrorism or any other harmful behaviour or illegal conduct; 7.3.6 does not contain personal/sensitive data or images of any person; 7.3.7 does not contain images of protected areas, publicly inaccessible locations or restricted areas, or areas where photography and filming are not permitted (e.g. immigration checkpoints, military compounds, interiors of private residences); and 7.3.8 is not copied or stolen, and does not infringe upon third party intellectual property rights.7.4 Acceptance, rejection or removal of POI: Zapp may, at its sole discretion and at any time without notice to you: 7.4.1 accept or reject any POI Content submitted; 7.4.2 amend or redact any accepted POI or POI Content; and 7.4.3 remove any POI or POI Content.7.5 Rewards: Zapp may provide incentives or rewards for accepted POI Content submissions from time to time, as notified to you in the Application. 7.6 Licence: By submitting a POI: 7.6.1 you are solely responsible for your conduct and any data, text, information, names, images, graphics, photos, imagery and other content that you submit, post or display on or via the Application. Zapp does not claim ownership of any POI Content that you post on or through the Application; 7.6.2 you have no obligation to provide any content to Zapp. However, if you choose to upload or share content, you represent and warrant that you have the requisite permissions to submit the POI and the POI Content; 7.6.3 you grant Zapp an irrevocable, worldwide, non-exclusive and royalty-free licence to host, reproduce, distribute, communicate, publish, use, sub-license, modify and create derivative works based on the POI and POI Content; 7.6.4 POI or POI Content that contains publicly available factual information, such as the name of a business, is not covered under the scope of this licence; and 7.6.5 this licence lasts for as long as your POI Content is protected by intellectual property rights. 7.7 Amendment or removal requests: You may submit requests to amend or remove POIs or POI Content through the Application. Zapp will assess on a case by case basis whether to accede to such requests at Zapp’s sole discretion. 7.8 Satellite street view images: When submitting or viewing POIs in the Application, you may be able to view satellite street view images (“Satellite Images”). You acknowledge and agree that: 7.8.1 all right, title and interest in the Satellite Images, including all corrections, enhancements, modifications or intellectually property rights belong to Zapp’s third party vendor(s) or such vendor’s suppliers; 7.8.2 you shall not distribute, sub-license, rent, sell, lease or loan the Satellite Images to any third party, or otherwise use or reproduce the Satellite Images for any purpose not expressly permitted by Zapp, including any commercial purpose; 7.8.3 you shall not remove, bypass or circumvent any electronic or other protection on the Satellite Images; 7.8.4 you shall not download or save the Satellite Images onto any device; 7.8.5 you shall not alter, obscure or remove any copyright notice, copyright management information, trademark or proprietary legend contained in or on the Satellite Images; 7.8.6 all Satellite Images are provided “as is” without any warranty of any kind, including any warranty of fitness for purpose, non-infringement or non-misappropriation of intellectual property rights of any third party, accuracy, content or results; and 7.8.7 neither Zapp nor its vendor(s) shall be liable for any loss or damage of any nature howsoever arising out of or in relation to your access or use of the Satellite Images.