This Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing transportation and logistics services (“Customer”) and Penumatsa Deliverease, a private limited company registered under the Companies Act, 2013, having its offices at Visakhapatnam Andhra Pradesh 530003, (“Deliverease”).

Deliverease provides the Deliverease Services (as defined below) for the purpose of providing lead generation to transportation and logistics services providers. The Deliverease Services enables an authorized transportation and/or logistics provider to seek, receive and fulfil requests for item(s)/package(s) pick-up and drop, purchase of item(s) from outlets in the Territory or other person(s)/service provider(s), facilitate other logistic services, including transportation services from an authorized user of Deliverease’s mobile application.

Customer is authorized to provide transportation and logistics services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Deliverease Services to enhance its independent transportation and/or logistics business, as is applicable.

Customer acknowledges and agrees that Deliverease is a technology services provider that does not provide transportation or logistics or delivery services, function as a transportation/logistics carrier, nor operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers.

In order to use the Deliverease Services, Customer must agree to the terms and conditions that are set-forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Deliverease shall be bound by the terms and conditions set-forth herein.

1. Definitions

• 1.1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
• 1.2. “City Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-‐specific terms, as made available and as updated by Deliverease from time to time.
• 1.3. “Device” means an Deliverease Device or Driver-‐Provided Device, as the case may be.
• 1.4. “Driver” means a principal, employee or contractor of Customer: (a) who meets the then-‐ current Deliverease requirements to be an active driver using the Deliverease Services; (b) whom Deliverease authorizes to access the Deliverease Services to provide Transportation and/or Logistics Services on behalf of Customer; and (c) who has entered into the Driver Addendum.
• 1.5 “Driver ID” means the identification and password key assigned by Deliverease to a Driver that enables a Driver to use and access the Deliverease Partner App.
• 1.6. “Driver Addendum” means the terms and conditions that Customer is required to enter into with a Driver prior to such Driver providing Transportation and/or Logistics Services on behalf of Customer (as may be updated by Deliverease from time to time).
• 1.7. “Deliverease Partner App” means Deliverease’s mobile application that enables independent contractor couriers to access the Deliverease Services for the purpose of seeking, receiving and fulfilling on-‐demand requests for on-demand delivery services by Users, as may be updated or modified by Deliverease at its discretion from time to time.
• 1.8. “Deliverease Data” means all data related to the access and use of the Deliverease Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation and/or Logistics Services via the Deliverease Services and the Driver App, and the Driver ID.
• 1.9. “Deliverease Device” means a mobile device owned or controlled by Deliverease that may be provided to Customer or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation and/or Logistics Services and for no other purpose whatsoever.
• 1.10. “Deliverease Services” mean Deliverease’s electronic services rendered via a digital technology platform, being on-‐demand intermediary and related services that enable transportation and/or logistics providers to seek, receive and fulfil on-‐demand requests for transportation and/ or logistics services by Users seeking such transportation and/ or logistics services; such Deliverease Services include access to the Driver App and Deliverease’s related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by Deliverease at its discretion from time to time.
• 1.11. “Fare” has the meaning set forth in Section 4.1.
• 1.12. “Logistics Services” has the meaning set forth in Section3.1
• 1.13. “App On-boarding Fee” shall mean the one-time amount charged by Deliverease on the Customer at the time of on-boarding onto the Deliverease App.
• 1.14. “Service Fee” has the meaning set forth in Section 4.4.
• 1.15. “Transportation/Logistics Services” has the meaning set forth in Section3.1.
• 1.16. “Territory” means the city or metro areas in the territory of India which Customer and its Drivers are enabled by the Driver App to receive requests for Transportation and/or Logistics Services.
• 1.17. “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-‐city congestion, environmental or similar charges as reasonably determined by the Deliverease Services based on available information.
• 1.18. “User” means an end user authorized by Deliverease to use Deliverease’s mobile application for the purpose of obtaining Transportation and/or Logistics Services offered by Deliverease’s transportation and/or logistics provider customers.
• 1.19. “User Information” means information about a User made available to Customer or a Driver in connection with such User’s request for and use of Transportation and/or logistics Services, which may include the User’s name, pick-‐up location, contact information and photo.
• 1.20. “Vehicle” means any vehicle of Customer that: (a) meets the then-‐current Deliverease requirements for a vehicle on the Deliverease Services; and (b) Deliverease authorizes for use by a Driver for the purpose of providing Transportation and/or Logistics Services on behalf of Customer.

2. Use of the Deliverease Services

• 2.1. Driver IDs. Deliverease will issue Customer a Driver ID for each Driver providing Transportation and/or logistic Services to enable Customer and each Driver to access and use the Driver App on a Device in accordance with the Driver Addendum and this Agreement. Customer agrees that it will, and that it will ensure that its Drivers will, maintain Driver IDs in confidence and not share Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing Transportation and/or logistics Services. Customer will immediately notify Deliverease of any actual or suspected breach or improper use or disclosure of a Driver ID or the Driver App.
• 2.2. Provision of Transportation and/or Logistics Services. When the Driver App is active, User requests for Transportation and/or Logistics Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts a User’s request for Transportation and/or Logistics Services, the Deliverease Services will provide certain User Information to such Driver via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the Deliverease mobile application and Customer’s and Driver(s) Transportation and/or Logistics Services, it is recommended that the Driver wait at least ten (10) minutes for a User to show up at the requested pick-‐up location. It is also recommended that the Driver understands the local regulation(s), including the minimum age and purchase quantity condition(s) with respect to the purchase and/or delivery of alcoholic beverages, item(s) containing tobacco including any other restricted item(s) under applicable law. The Driver will obtain the destination and/or the purchase outlet detail(s) from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination and/or the purchase outlet via Deliverease’s mobile application. Customer acknowledges and agrees that once a Driver has accepted a User’s request for Transportation and/or Logistics Services, Deliverease’s mobile application may provide certain information about the Driver to the User, including the Driver’s first name, contact information, Customer entity name, location, and the Driver’s Vehicle’s make, license plate number, as is applicable. Customer shall not, and shall ensure that all Drivers do not, contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Transportation and/or Logistics Services. As between Deliverease and Customer, Customer acknowledges and agrees that: (a) Customer and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation and/or Logistics Services; and (b) except for the Deliverease Services or any Deliverease Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Transportation and/or Logistics Services.
• 2.3. Customer’s Relationship with Users. Customer acknowledges and agrees that Customer’s provision of Transportation and/or Logistics Services to Users creates a legal and direct business relationship between Customer and the User, to which Deliverease is not a party. Deliverease is not responsible or liable for the actions or inactions of a User in relation to the activities of Customer, a Driver or any Vehicle. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation and/or Logistics Services. Customer acknowledges and agrees that it and each Driver are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that Deliverease may release the contact and/or insurance information of Customer and/or a Driver to a User upon such User’s reasonable request. Customer acknowledges and agrees that, unless specifically consented to by a User, neither Customer nor Driver may transport or allow alongside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation and/ or Logistics Services for such User. Customer acknowledges and agrees, and shall ensure that its Drivers agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
• 2.4. Customer’s Relationship with Deliverease. Customer acknowledges and agrees that Deliverease’s provision to Customer of the Driver App and the Deliverease Services creates a legal and direct business relationship between Deliverease and Customer. Deliverease does not, and shall not be deemed to, director control Customer or its Drivers generally or in their performance under this Agreement specifically, including in connection with the operation of Customer’s business, the provision of Transportation and/or Logisitics Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Customer and its Drivers retain the sole right to determine when and for how long each of them will utilize the Driver App or the Deliverease Services. Customer and its Drivers retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation and/or Logistics Services via the Deliverease Services, or to cancel an accepted request for Transportation and/or the Logiatics Services via the Driver App, subject to Deliverease’s then-‐current cancellation policies. Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation and/or Logistics Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide Transportation and/or Logistics services to its existing customers and to use other software application services in addition to the Deliverease Services. Deliverease retains the right to, at any time in Deliverease's sole discretion, deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Deliverease Services in the event of a violation of this Agreement, a violation of a Driver Addendum, Customer‘s or any Driver’s disparagement of Deliverease or any of its Affiliates, Customer’s or any Driver’s act or omission that causes harm to Deliverease’s or its Affiliates’ brand, reputation or business as determined by Deliverease in its sole discretion. Deliverease also retains the right to deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Deliverease Services for any other reason at the sole and reasonable discretion of Deliverease.
• 2.5. Customer’s Relationship with Drivers. Customer shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation and/or Logistics Services). Customer acknowledges and agrees that it exercises sole control over the Drivers and will comply with all applicable laws (including tax and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding Customer’s right, if applicable, to take recourse against a Driver, Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Drivers vis-‐à-‐vis Users and Deliverease, even where such liability may not be mandated under applicable law. Customer shall require each Driver to enter into a Driver Addendum (as may be updated from time to time) and shall provide a copy of each executed Driver Addendum to Deliverease. Customer acknowledges and agrees that Deliverease is a third party beneficiary to each Driver Addendum, and that, upon a Driver’s execution of the Driver Addendum (electronically or otherwise), Deliverease will have the irrevocable right (and will be deemed to have accepted the right unless it is rejected promptly after receipt of a copy of the executed Driver Addendum) to enforce the Driver Addendum against the Driver as a third party beneficiary thereof.
• 2.6. Ratings.
• 2.6.1. Customer acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by Deliverease’s mobile application to provide a rating of such Transportation and/or Logistics Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Customer shall instruct all Drivers to provide ratings and feedback in good faith.
• 2.6.2. Customer acknowledges that Deliverease desires that Users have access to high-‐quality services via Deliverease’s mobile application. In order to continue to receive access to the Driver App and the Deliverease Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Deliverease for the Territory, as may be updated from time to time by Deliverease in its sole discretion (“Minimum Average Rating”). In the event a Driver’s average rating falls below the Minimum Average Rating, Deliverease will notify Customer and may provide the Driver in Deliverease’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), Deliverease reserves the right to deactivate such Driver’s access to the Driver App and the Deliverease Services. Additionally, Customer acknowledges and agrees that repeated failure by a Driver to accept User requests for Transportation and/or Logistics Services while such Driver is logged in to the Driver App creates a negative experience for Users of Deliverease’s mobile application. Accordingly, Customer agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation Services for a period of time, such Driver will log off of the Driver App.
• 2.6.3. Deliverease and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of Deliverease and its Affiliates without attribution to or approval of Customer or the applicable Driver. Customer acknowledges that Deliverease and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that Deliverease and its Affiliates reserve the right to edit or remove comments 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, other applicable laws or Deliverease’s or its Affiliates’ content policies.
• 2.7. Devices.
• 2.7.1. Deliverease encourages Customer to use Driver-‐Provided Devices for providing the Transportation Services. Otherwise, Deliverease will supply Customer upon request with Deliverease Devices to each authorized Driver and provide the necessary wireless data plan for such Devices, provided that Deliverease will require reimbursement from Customer for the costs associated with the wireless data plan of each Deliverease Device and/or request a deposit for each Deliverease Device. Customer acknowledges and agrees that: (a) Deliverease Devices may only be used for the purpose of enabling Driver access to the Deliverease Services; and (b) Deliverease Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than the Driver assigned to use such Deliverease Device. Deliverease Devices shall at all times remain the property of Deliverease, and upon termination of this Agreement or the termination or deactivation of a Driver, Customer agrees to return to Deliverease the applicable Deliverease Devices within ten (10) days. Customer acknowledges and agrees that failure to timely return any Deliverease Devices, or damage to Deliverease Devices outside of “normal wear and tear,” will result in the forfeiture of related deposits.
• 2.7.2. If Customer elects to use any Driver-‐Provided Devices: (i) Customer and/or its Drivers are responsible for the acquisition, cost and maintenance of such Driver-‐Provided Devices as well as any necessary wireless data plan; and (ii) Deliverease shall make available the Driver App for installation on such Driver-‐Provided Devices. Deliverease hereby grants the authorized user of any Driver-‐Provided Device a personal, non-‐exclusive, non-‐ transferable user right to install and use the Driver App on a Driver-‐Provided Device solely for the purpose of providing Transportation and/or Logistics Services. Customer agrees to not, and shall cause each applicable Driver to not, provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and Driver will delete and fully remove the Driver App from the Driver-‐Provided Device in the event that Customer and/or the applicable Driver ceases to provide Transportation and/or Logistics Services using the Driver-‐Provided Device. Customer agrees, and shall inform each applicable Driver that: (i) use of the Driver App on a Driver-‐Provided Device requires an active data plan with a wireless carrier associated with the Driver-‐Provided Device, which data plan will be provided by either Customer or the applicable Driver at their own expense; and (ii) use of the Driver App on a Driver-‐Provided Device as an interface with the Deliverease Services may consume very large amounts of data through the data plan. Deliverease advises that Driver-‐Provided Devices should only be used under a data plan with unlimited or very high data usage limits, and Deliverease shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
• 2.8. Location Based Services. Customer acknowledges and agrees that each Driver’s geo-‐location information must be provided to the Deliverease Services via a Device in order to provide Transportation and/or Logistics Services. Customer acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the Driver’s geo-‐location information will be monitored and tracked by the Deliverease Services when the Driver is logged into the Driver App and available to receive requests for Transportation and/ or Logistics Services, or when the Driver is providing Transportation and/ or Logistics Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation and/ or Logistics Services to such User. In addition, Deliverease may monitor, track and share a Driver’s geo-‐location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Deliverease’s products and services.

3. Drivers and Vehicles

• 3.1. Driver Requirements. Customer acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Driver that are necessary to provide passenger transportation services to third parties in the Territory and/or logistic services, involving the purchase of item(s) third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation and/or Logistics Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Customer acknowledges and agrees that each Driver may be subject to certain background and driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, Transportation and/or Logistics Services. In addition if Customer and/or Driver are using the Deliverease App to provide Transportation and/or Logistics Services in conjunction with operating a vehicle which enables passenger(s) to be ferried (“Transportation and/or Logistics Services”), such Customer and/or Driver shall comply with all applicable laws with respect thereto. Customer acknowledges and agrees that Deliverease reserves the right, at any time in Deliverease's sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Driver App or the Deliverease Services if Customer or such Driver fails to meet the requirements set forth in this Agreement or the Driver Addendum.
• 3.2. Vehicle Requirements. Customer acknowledges and agrees that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle and/or Vehicle to transport Item(s) purchased in the Territory; (b) owned or leased by Customer, or otherwise in Customer’s lawful possession; (c) suitable for performing the passenger transportation service and/or Vehicle to transport item(s) as contemplated by this Agreement; and (d) 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.
• 3.3. Documentation. To ensure Customer’s and each of its Drivers’ compliance with all requirements in Sections 3.1 and 3.2 above, Customer must provide Deliverease with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to Customer’s and the applicable Drivers’ provision of any transportation services and/or logistic services. Thereafter, Customer must submit to Deliverease written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Deliverease shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Customer’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Deliverease reserves the right to independently verify Customer's and/or any Driver’s documentation from time to time in any way Deliverease deems appropriate in its reasonable discretion.

4. Financial Terms

• 4.1. Fare Calculation and Customer Payment. Customer is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Deliverease Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by Deliverease using location-‐based services enabled through the Device) and/or time amounts, for the applicable Territory (“Fare Calculation”). Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation and/or Logistics Services, if applicable. Customer: (i) appoints Deliverease as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the Deliverease Services; and (ii) agrees that payment made by User to Deliverease shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and Deliverease, the Fare is a recommended amount, and the primary purpose of the pre-‐arranged Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a fare that is less than the pre-‐arranged Fare; or (ii) negotiate, at Customer’s request, a Fare that is lower than the pre-‐arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). Deliverease shall consider all such requests from Customer in good faith. Deliverease agrees to remit to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may be deducted from the Fare prior to remittance to Customer (e.g., App On-boarding Fee(s)etc.), the order of those deductions from the Fare to be determined exclusively by Deliverease. Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing two-wheeler taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; and (y) in some jurisdictions, Users may pay such Customer or Driver directly rather than through Deliverease's mobile application (Deliverease will notify Customer if (y) is applicable in its Territory).
• 4.2. Changes to Fare Calculation. Deliverease reserves the right to change the Fare Calculation at any time in Deliverease’s discretion based upon local market factors, and Deliverease will provide notice to Customer in the event of such change that would result in a change in the recommended Fare. Continued use of the Deliverease Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change.
• 4.3. Fare Adjustment. Deliverease reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the Deliverease Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). Deliverease’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.
• 4.4. Service Fee. In consideration of Deliverease’s provision of the Deliverease Services, the Customer may pay Deliverease a service fee on a per Transportation and/or Logistics Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by Deliverease from time to time for the applicable Territory (“Service Fee”). Unless regulations applicable to Customer’s Territory require otherwise, taxes will be calculated and charged on the Fare, and Deliverease shall calculate the Service Fee based on the Fare inclusive of such taxes. Deliverease reserves the right to change the Service Fee at any time in Deliverease’s discretion based upon local market factors, and Deliverease will provide notice to Customer in the event of such change. Continued use of the Deliverease Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay Deliverease a booking fee in consideration of Deliverease’s provision of the Driver App and the Deliverease Services.
• 4.5. Cancellation Charges. Customer acknowledges and agrees that Users may elect to cancel requests for Transportation and/or Logistics Services that have been accepted by a Driver via the Driver App at any time prior to the Driver’s arrival. In the event that a User cancels an accepted request for Transportation and/or Logistic Services, Deliverease may charge the User a cancellation fee on behalf of the Customer. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation and/or Logistics Services for the purpose of remittance to Customer hereunder (“Cancellation Fee”). The parties acknowledge that and agree that as between Customer and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at Customer’s request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation and/or Logistics Services for the purpose of remittance to the Customer hereunder.
• 4.6. Receipts. As part of the Deliverease Services, Deliverease provides Customer a system for the delivery of receipts to Users for Transportation and/or Logistics Services rendered on the Deliverease Platform. Upon the completion of Transportation and/or Logistics Services for a User by a Driver, Deliverease prepares an applicable receipt and issues such receipt to the User via email on behalf of the Customer and applicable Driver. Such receipts are also provided via email or the online portal available to the Customer on the Deliverease Services. Receipts include the breakdown of amounts charged to the User for Transportation and/or Logistics Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information, as well as a map of the route taken by the Driver. Customer shall inform Drivers that any corrections to a User’s receipt for Transportation and/or Logistics Services must be submitted to Deliverease in writing within three (3) business days after the completion of such Transportation and/or Logistics Services. Absent such a notice, Deliverease shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
• 4.7. Platform Advertisement; Marketing. Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Deliverease and/or its Affiliates may seek to attract new Users to Deliverease and to increase existing Users’ use of Deliverease’s mobile application.
• 4.8. Taxes. Customer acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation Services as required by applicable law; and (b) provide Deliverease with all relevant tax information. Customer further acknowledges and agrees that Customer and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation and or Logistics Services. Notwithstanding anything to the contrary in this Agreement, Deliverease may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Customer’s and/or any Driver’s provision of Transportation and/or Logistics Services and/or provide any of the relevant tax information Customer and/or any Driver has provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on Customer’s and/or the applicable Driver’s behalf or otherwise.

5. Proprietary Rights; License

• 5.1. License Grant. Subject to the terms and conditions of this Agreement, Deliverease hereby grants Customer a non-exclusive, royalty-free, non-transferable, non-sub-licensable, non-assignable license, during the term of this Agreement, to use (and allows its Drivers to use) the Driver App in connection with the provision by Deliverease of the Deliverease Services solely for the purpose of providing Transportation and/or Logistics Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by Deliverease, its Affiliates and their respective licensors.
• 5.2. Restrictions. Customer shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Deliverease Services, Driver App or any Deliverease Device in any way; (b) modify or make derivative works based upon the Deliverease Services or Driver App; (c) improperly use the Deliverease Services or Driver App, including creating Internet “links” to any part of the Deliverease Services or Driver App, “framing” or “mirroring” any part of the Deliverease Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Deliverease Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the Deliverease Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the Deliverease Services or Driver App 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 Deliverease 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 Deliverease Services; or (iv) attempt to gain unauthorized access to the Deliverease Services or its related systems or networks.
• 5.3. Ownership. The Deliverease Services, Driver App and Deliverease Data, including all intellectual property rights therein, and the Deliverease Devices are and shall remain the property of Deliverease, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the Deliverease Services, Driver App or Deliverease Data conveys or grants to Customer any rights: (a) in or related to the Deliverease Services, Driver App or Deliverease Data, except for the limited license granted above; or (b) to use or reference in any manner Deliverease’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Customer acknowledges Deliverease’s rights in its DELIVEREASE family of trademarks and names, including DELIVEREASE, alone and in combination with other letters, punctuation, words, symbols and/or designs, the DELIVEREASE Logo and/or the DELIVEREASE Pillion (“DELIVEREASE Marks and Names”). Customer agrees it will not, and it will ensure that its Drivers do not, try to register or otherwise claim ownership in any of the DELIVEREASE Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

6. Confidentiality

• 6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Deliverease Data, Driver IDs, User Information, 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) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
• 6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) itshall 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 Agreement, 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 (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Deliverease, its internal record-‐keeping requirements).
• 6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy

Subject to all applicable laws, Deliverease may provide to a third party any information (including personal data and any Deliverease Data) about Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Deliverease’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Deliverease’s or any Affiliate’s sole discretion, to(1) protect the safety, rights, property or security of Deliverease, the Deliverease Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Deliverease or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Deliverease’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the Deliverease Services. Customer understands that Deliverease may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. Deliverease processes personal data (including that referenced in Section 2.8 above) in accordance with its privacy policy located at www.Deliverease.in.

8. Insurance

• 8.1 Customer agrees to maintain during the term of this Agreement on all Vehicles operated by Customer and its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in the Territory. This coverage must also include any no-‐fault coverage required by law in the Territory that may not be waived by an insured.
• 8.2 Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required byall applicable laws in the Territory.
• 8.3. Customer agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.
• 8.4. Customer shall add Deliverease (or any Affiliate which may be designated by Deliverease from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon Deliverease’s request, provide Deliverease with a copy of such insurance certificate(s) within seven (7) days of such request.

9. Representations and Warranties; Disclaimers

• 9.1. By Customer. Customer hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide(i) Transportation and/or Logistics Services using the Drivers and Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally; and (e) it shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.
• 9.2. Disclaimer of Warranties. Deliverease provides, and Customer accepts, the Deliverease Services, Driver App and the Deliverease Devices on an "as is" and "as available" basis. Deliverease does not represent, warrant or guarantee that Customer’s or any Driver’s access to or use of the Deliverease Services, Driver App or the Deliverease Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. Deliverease functions as an on-‐demand lead generation and related service only and makes no representations, warranties or guarantees as tothe actions or inactions of the Users who may request or receive Transportation/Logistics Services from Customer or any Driver hereunder, and Deliverease need not screen or otherwise evaluate Users. By using the Deliverease Services and Driver App, Customer acknowledges and agrees that Customer or a Driver may be introduced to a third party (including Users) that may pose harm or risk to Customer, a Driver or other third parties. Customer and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Deliverease Services or Driver App. Notwithstanding Deliverease’s appointment as the limited payment collection agent of Customer for the purpose of accepting payment from Users on behalf of Customer as set forth in Section 4 above, Deliverease expressly disclaims all liability for any act or omission of Customer, any Driver, any User or other third party.
• 9.3. No Service Guarantee. Deliverease does not guarantee the availability or uptime of the Deliverease Services or Driver App. Customer acknowledges and agrees that the Deliverease Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Deliverease Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Deliverease is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

10. Indemnification

• 10.1. Customer shall indemnify, defend (at Deliverease’s option) and hold harmless Deliverease and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation and/or Logistics Services or use of the Deliverease Services.
• 10.2. As between Customer and Deliverease, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at Deliverease’s option) and hold harmless Deliverease and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation and/or Logistics Services or use of the Deliverease Services.

11. Limits of Liability

Deliverease and its Affiliates shall not be liable under or related to this Agreement 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) Customer’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Deliverease’s obligations to pay amounts due to Customer pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Deliverease or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Deliverease hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against Deliverease and/or its Affiliates should be notified to Deliverease and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

12. Term and Termination

• 12.1. Term. This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein.
• 12.2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Deliverease may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driver in the event Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of Deliverease, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
• 12.3. Effect of Termination. Upon termination of the Agreement, Customer and all Drivers, as applicable, shall: (a) promptly return to Deliverease all Deliverease Devices; and (b) immediately delete and fully remove the Driver App from any applicable Driver-‐Provided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15shall survive the termination of this Agreement.

13. Relationship of the Parties

• 13.1. Except as otherwise expressly provided herein with respect to Deliverease acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law perspective), between Deliverease and Customer or Deliverease and any Driver; and (b) no joint venture, partnership, or agency relationship exists between Deliverease and Customer or Deliverease and any Driver.
• 13.2. Customer has no authority to bind Deliverease and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorized representative of Deliverease or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Driver may be deemed an employee, agent or representative of Deliverease, Customer undertakes and agrees to indemnify, defend (at Deliverease’s option) and hold Deliverease 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.
• 13.3. Customer expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Customer intends to perform Transportation Services in a non-‐incidental manner and, as such, Deliverease will consider Customer and its Drivers to be taxable persons in accordance with all applicable VAT and indirect tax legislation.

14. Miscellaneous Terms

• 14.1. Modification. Deliverease reserves the right to modify the terms and conditions of this Agreement or the Driver Addendum at any time, effective upon publishing an updated version of this Agreement or the Driver Addendum, as applicable, on the online portal available to Customer on the Deliverease Services. Deliverease reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the Deliverease Services, or downloading, installing or using the Driver App, Customer is bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Deliverease Services or Driver App after any such changes shall constitute Customer’s consent to such changes.
• 14.2. Supplemental Terms. Supplemental terms may apply to Customer’s and Driver’s use of the Deliverease Services, such as use policies or terms related to certain features and functionality and/or zero tolerance/shipping policies, which may be modified from time to time (“Supplemental Terms”). Customer may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
• 14.3. Severability. If any provision of this Agreement 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 Agreement but the legality, validity and enforceability of the remainder of this Agreement 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 this Agreement.
• 14.4. Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. Deliverease may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.
• 14.5. Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
• 14.6. No Third-Party Beneficiaries. Except as otherwise set forth in Section 2.5 above, Customer acknowledges that there are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
• 14.7. Notices. Any notice delivered by Deliverease to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the online portal available to the Customer on the Deliverease Services. Any notice delivered by Customer to Deliverease under this Agreement will be delivered by contacting Deliverease on legal@Deliverease.in and/or its support representatives. Additional Territory-‐specific notices may be required from time to time.
• 14.8 Governing Law; Arbitration. This Agreement 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 Agreement (“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, jointly appointed by the Parties. If the Parties are unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed pursuant to the provisions of Section 11 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.

By clicking “I accept” on the Deliverease App or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with Deliverease.