1. Contractual Relationship
These Terms of Use (“Terms”) govern the access or use by you, an individual, from within India of
applications, websites, content, products, and services (the “Services”) made available by Zupgro,
having its registered office at Chennai (“Zupgro”).
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your agreement to be bound by these Terms, which
establishes a contractual relationship between you and Zupgro. If you do not agree to these Terms, or
other agreements, documents etc. executed / agreed between you and Zupgro, you may not access/use the
Services and/or shall be required to cease use of the Platform (as defined below), as may be decided by
Zupgro in its sole discretion. These Terms expressly supersede prior written agreements with you, and
governs the access or use of the Zupgro Services by you in addition to any supplemental terms or
conditions intimated to you in relation to the Zupgro Services including the Platform Use Agreement, its
Schedules and such other documents as communicated to you to be binding, by Zupgro.
As long as you comply with these Terms, Zupgro grants you a personal, non¬ exclusive, non-transferable,
limited privilege to access the Platform and use the Services.
Supplemental terms may apply to certain Services, including but not limited to, policies for a
particular event or category, activity or promotion, and such supplemental terms will be disclosed/ made
available to you in connection with the applicable Services. Supplemental terms are in addition to, and
shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms
shall prevail over these Terms and the Privacy Policy in the event of a conflict with respect to the
applicable Services, for such duration as may be specified in such supplemental terms or policies.
MODIFICATIONS TO TERMS AND/OR PRIVACY POLICY
Zupgro reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms, and
any other documents incorporated by reference herein for complying with legal and regulatory framework
and for other legitimate business purposes, at any time, and Zupgro will post the amended Terms. You
agree and acknowledge that it is your responsibility to review the Terms for any changes and you are
encouraged to check the Terms frequently. Your use of the Platform following the date that amendments to
the Terms take effect will signify your assent to and acceptance of any revised Terms. If you do not
agree to abide by these or any future Terms, please do not use or access the Platform.
PRIVACY POLICY
Zupgro and its affiliates store and process personal data in accordance with the Privacy Policy and
these Terms, to (a) facilitate your use of the Services to provide services to Users, including to help
you address problems with the Platform, to facilitate communications between the you and Users, (b) to
facilitate the User’s use of the Platform App; and (c) and to make any required disclosures to
government or regulatory bodies.
You may provide Zupgro with certain information (including personal information) to facilitate access
and use of the Platform and to avail the Services, including for background checks, police verification
etc. You agree that Zupgro may disclose such personal information to third parties. Zupgro may provide
to a claims processor or an insurer any necessary information (including your contact information) if
there is a complaint, dispute or conflict, which may include an accident, involving you and a third
party and such information or data is necessary to resolve the complaint, dispute or conflict. Zupgro
may also provide to a law enforcement agency, statutory body, governmental agency and/or investigative
agency any necessary information (including your contact information) if required by law or in
furtherance of any investigation involving you and a third party and such information or data is
necessary towards the enquiry/investigation that is being carried out by the said body and/or agency as
the case may be.
The Privacy Policy is located at: Privacy Policy. The Privacy Policy inter alia contains information
about how users may seek access to and correction of their personal information held by Zupgro and how
they may make a privacy complaint.
The Privacy Policy is hereby incorporated into the Terms set forth herein. Your use of this Platform (as
defined below) is governed by the Privacy Policy.
The Services
Zupgro will provide the Services to you under this Agreement. The Services constitute the provision of a
technology platform that enables you, as an independent third party provider / freelance service
provider (“Partner” or “you”) access to and use of Zupgro’s mobile applications or websites (each, an
“Application”; collectively “Platform”) to: (a) arrange and schedule delivery of services such as
cooking, food serving, cleaning, dancing, magic, decorating etc. and other services you wish to provide
with end-users of those services, who have an agreement with Zupgro or its affiliates (“Users”) out of
the prospective list of end-users (“Leads”) ; (b) determine the amount to be paid by the Users to you
for the services provided by you; (c) facilitate the maximum and efficient utilisation of your time
while using the Services; (d) take measures to maximise your earning potential through use of the
Services; and (e) facilitate receipt of payments from Users for services offered by you via the Platform
and generation of receipts for those payments as well as tax invoices where applicable.
Relationship between You and Zupgro
The Services are made available solely for your commercial use. You acknowledge that there is no
principal-agent, or contract of employment between yourself and Zupgro and that you will provide your
services as an independent contractor, and that Zupgro does not govern the manner and method in which
you provide your services to users.
The relationship between the parties is non-exclusive and both parties are free to enter in to any such
arrangements with any other third party as they deem fit. Further, no agency, partnership or joint
venture is created as a result of these Terms or your provision of services to Users. You will not seek
and Zupgro will not provide any supervision, directions or control over the individual services that you
offer to Users. You will obtain and possess at your own cost and at all times, while accessing and using
the Services, the necessary approvals/licenses/tax registrations required to offer your services to
Users. You have no authority to bind Zupgro in any respect. You further acknowledge that Zupgro does not
provide any of the services that you offer to Users via the Platform and that Zupgro does not function
as a provider of the particular services that you are offering to Users via the Platform. Zupgro only
seeks to provide the Platform wherein you and Users can be brought together and has no role in the
execution or provision of the services you provide to Users. You are solely responsible for the services
that you provide to the Users.
You shall be solely responsible for any obligations or liabilities to Users or third parties arising out
of, in relation to or in connection with the provision of your services, including any deficiencies
thereof.
Licence.
Subject to your compliance with these Terms, Zupgro grants you a limited, non¬ exclusive,
non-sublicensable, revocable, non¬ transferrable license to: (i) access and use the Services/Platform on
your personal device solely in connection with your use of the Services; and (ii) access and use any
content, information and related materials that may be made available through the Services/Platform, in
each case solely for your commercial use. Any rights not expressly granted herein are reserved by Zupgro
and Zupgro’s licensors. No implied rights are being given to you if not specifically mentioned here.
Restrictions.
You may not: (i) remove any copyright, trade mark or other proprietary notices from any portion of the
Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, licence, lease, sell,
resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit
the Services, except as expressly permitted by Zupgro; (iii) decompile, reverse engineer or disassemble
the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of
the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing,
surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the
operation and/or functionality of any aspect of the Services; (vi) attempt to gain unauthorised access
to or impair any aspect of the Services or its related systems or networks; or (vii) circumvent or
attempt to bypass the Services and Platform to provide your services to any Users after you have been
made aware of such Users by the Platform / Zupgro, unless it has been at least 1 (one) year since you
last accessed the Services / Platform.
Ownership.
The Services and all rights therein are and shall remain Zupgro's property or the property of Zupgro's
licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or
related to the Services except for the limited licence granted above; or (ii) to use or reference in any
manner Zupgro's company names, logos, product and service names, trademarks or services marks or those
of Zupgro's licensors (“Marks”).
Your Use of the Services
Accounts
You undertake that you have the capacity to contract and are at least 18 (eighteen) years of age, to
obtain an “Account”. Account registration requires you to submit to Zupgro certain personal documents
and personal information, such as your name, address, mobile phone number and age, as well as valid
government issued identification and trade licences (as may be required), government approvals allowing
you to offer your services, and/or requisite tax registrations, as well as past work experience,
skillset, knowledge of cuisines, preferred time slots and areas that you wish to provide your services
during/in, using the Platform. You agree to maintain accurate, complete, and up-to-date the
authorisations, documents and information in your Account at all times and you acknowledge that failure
to do so shall result in your access to the Services being suspended without notice to you. Any
liability arising therefrom shall be your sole responsibility and payable to Zupgro on an indemnity
basis.
Zupgro further reserves the right to undertake a background verification (i) prior to registering you on
the Zupgro platform; (ii) prior to you providing services to any Users or being provided any Leads; and
(ii) from time to time thereafter. In the event you are registered on the platform prior to the
completion of the background verification, your registration on the Platform shall be contingent on your
background verification report meeting Zupgro's standards as it may determine in accordance with law and
its internal policies from time to time.
You agree and acknowledge that you shall be subject to such skill assessment tests, knowledge tests,
qualification requirements etc. as may be decided by Zupgro in its sole discretion, and your use of /
access to the Services / Platform is subject to you clearing such tests / passing such qualification
requirements in the sole opinion of Zupgro. You agree that there may be more than one
method/model/manner in which you can use the Services/Platform to provide your services to Users, such
as on a longer-term monthy/weekly/bi-weekly etc. subscription model, on demand services, or providing
services to Users on a temporary replacement basis to fill in for other Partners who may have defaulted
on their accepted requested/Leads. There may be certain conditions/pre-conditions etc. applicable to
various methods/manners/models in which you can use the Platform/Services, and may be communicated to
you from time to time, as relevant for your use of the Platform/Services, and may include additional
requirements such as you being required to enter into a separate agreements with the User to record the
terms on which you are providing services to such User, and for which you authorize ZUpgro to negotiate
and prepare on your behalf.
No person other than yourself has the right to access your Account. You agree and acknowledge that you
will not allow any other person to access or use your account and that you will not share your login
credentials (i.e. your user name and password etc.) with any other person. If it is reasonably suspected
by ZUpgro that you have shared your login credentials or allowed a person other than yourself to access
or use your Account, or provide services using your Account, your access to the Account may be
suspended, these Terms may be unilaterally terminated by Zupgro and your access to the Services /
Platform may be permanently revoked without notice to you.
You may only possess one Account. If it is found that you possess multiple Accounts on the Platform,
your access to all Accounts on the Platform will be permanently revoked without notice.
You hereby expressly acknowledge and agree that you, and not Zupgro, will be liable for your losses and
damages (whether direct or indirect) caused by an unauthorised use of your Account. Notwithstanding the
foregoing, you may be liable to indemnify Zupgro / others for the losses of Zupgro or others due to such
unauthorised use.
You acknowledge that your continued use of the Services is subject to you maintaining a minimum ratings
threshold based on User feedback, and that the quality, quantity, and kinds of Leads provided to you are
subject to your minimum ratings/star threshold and category that you fall in based on your ratings,
skillset, knowledge, experience etc., as may be determined by Zupgro. The ratings threshold for your
particular category / qualification will be communicated to you either through the Zupgro Platform or
via text message or by an Zupgro employee. If your user rating consistently falls below the threshold
mentioned above, or if Users raise one or more objections/concerns regarding your provision of the
services and/or use of the Platform, Zupgro reserves the right to terminate these Terms and other
agreements/arrangements signed by you, and permanently suspend/remove your account and restrict you from
accessing the Platform. In the event your ratings fall below the prescribed threshold and your access to
the Services is temporarily blocked, you may be required to attend a training session to reactivate your
access to the Services
Messaging
By creating an Account, you agree that the Services may send you text / Whatsapp / other messages as
part of the normal business operation of your use of the Services. You consent to receiving such text /
Whatsapp, and other messages and acknowledge that any steps taken by you to not receive such text /
Whatsapp, and other messages will affect your use of the Services.
Convenience fee/ Commission
To be able to provide you with adequate Leads, You need to indicate your proposed availability of hours
in a each day of the week, i.e. the number of hours per day you wish to use the Platform, however there
could be certain conditions attached to your preferences prior to you being permitted to use the
Services/Platform for such number of hours / such number of days, such as that the partners wishing to
use the Platform / Services to provide services to Users on the temporary replacement model for a
certain number of days prior to being permitted to use the Platform on a subscription model. This will
enable Zupgro to determine the most efficient manner in which it can provide Leads to you.
Further, we shall derive a convenience fee for providing the digital marketplace services from the User.
Since Users shall pay online, we shall retain our convenience fee from the amount received online, and
remit the balance monies to you along.
If you cancel a request placed by a User after accepting such a request, or if you do not provide
services for an adequate period of time to a User after accepting his/her request, Zupgro shall be at
liberty to determine whether or not to penalize you by upto 20% of the potential earn out from such
Lead, which may be deducted along with the convenience fee / commission from future pay outs you earn
for providing the Services.
You also acknowledge and authorize Zupgro to deduct payments towards advances made by Zupgro to you for
the use of the Platform, if any or the charges for any other facilities or services that may be provided
to you by Zupgro from time to time (as applicable). All payments made by Users will be paid to you net
of the said deductions.
Zupgro from time to time in its own discretion may create promotional codes that maybe redeemed for
features or benefits related to the Services subject to any additional terms that Zupgro may impose and
share with you from time to time, or pay you such incentives (including on an ex gratia basis) as may be
determined by Zupgro to reward you for being a user of the Platform and Services. However, this will be
at the discretion of Zupgro, and does not cast an obligation on Zupgro to provide any such
incentives.
Zupgro may from time to time offer minimum business guarantees to you in exchange. Upon being provided
such minimum business guarantee, you may be entitled to certain benefits such as preferential Leads i.e.
Lead allocation on priority and lower convenience fee deductions. Upon your agreement to avail of such
scheme, the said benefits will only be available on the terms for a limited period, as may be agreed
with you prior to you availing of such minimum business guarantee.
In addition to terms and conditions that may be determined by Zupgro prior to offering you a minimum
business guarantee scheme, you agree to:
• provide a minimum number of services for the period as may be agreed with you
• maintain minimum desired ratings on the platform
• any other condition agreed between you and Zupgro in relation to this scheme
If Zupgro is unable to provide you with minimum number of preferential service requests, Zupgro will
compensate you for such deficient number of service requests, provided you meet the conditions
communicated to you prior to or at the time of you being offered and onboarded on to the of minimum
business guarantee scheme.
In case you are unable to meet the requirements agreed upon prior to your onboarding on to the minimum
business guarantee, Zupgro may:
• Charge a penalty amount for the minimum number of service requests not accepted by you, but which were
offered.
• In case of any customer experience related issues, terminate the agreement and restrict/suspend your
access/use of the Platform and or Services.
• Terminate the arrangement in case any of the other conditions are not satisfied.
You hereby acknowledge that Zupgro offers a minimum business guarantee to improve (i) your access to
Leads; and (ii) the customer experience of the services availed through the platform. Nothing in these
schemes shall be interpreted to mean that Zupgro is responsible for the provision of services to the
customers, or deemed to be in control of how/to whom/where you provide your services, or that such
minimum business guarantee is in the nature of a salary, wage, or other employment related payment.
You acknowledge that Zupgro may, from time to time, advance certain amounts to you (“Business Advances”)
upon your written request in such manner and subject to such conditions as agreed to you and Zupgro
separately. In all cases where you avail of a Business Advance from Zupgro, you will remain liable to
repay the same to Zupgro as per a pre¬ agreed repayment schedule. You further acknowledge and authorise
Zupgro to deduct the relevant amounts towards repayment of the said Business Advances from the payments
made by Users to you along with the convenience fee/commission. You shall not terminate your access of
the Zupgro platform for the duration the Business Advance has not been repaid.
Performance based schemes.
Zupgro may from time to time introduce schemes wherein high performing / popular, or other Partners are
allotted preferential leads. The parameters to determine a Partner's performance shall include but not
be limited to service feedback received from Users, skillsets, knowledge, prior experience, proportion
of Leads accepted, number of complaints/grievances against you, and other parameters as may be
communicated to you. You shall not have any claims against Zupgro for any such preferential leads etc.
not allotted to you, or allotted to other Partners.
Partner Provided Content
Zupgro may permit you (in its sole discretion), to submit/upload/publish/otherwise make available
content on the Platform such as through text, audio and/or video and information including
commentary/feedback on Users/initiation of a support request, submissions for
promotions/schemes/incentives, etc. (“Partner Content”). Any Partner Content provided by you remains
your property but you grant Zupgro a worldwide, perpetual, irrevocable, transferable and loyalty free
license, with the right to sublicense, use, copy, modify, create derivative works of, distribute,
display, perform or otherwise exploit in any manner in any formats and distribution channels whether
devised now or in the future without further notice or consent to or from you.
You also state that you are the owner of the Partner Content, or you have all rights, licenses,
consents, and releases necessary to grant Zupgro the license mentioned above, and that the Partner
Content shall not constitute an infringement of any third-party rights, including intellectual property
rights such as copyright, trademark rights or patent rights, and nor shall it be malicious,
inappropriate, threatening, encourage illegal activities, invade someone’s privacy or be otherwise
objectionable as determined by the standard of a reasonable man in the sole discretion of Zupgro.
You agree to not provide Partner Content that is defamatory, grossly harmful, blasphemous, paedophilic,
invasive of another's privacy, ethnically objectionable, disparaging, relating or encouraging money
laundering of gambling, libellous, hateful, racist, violent, obscene, pornographic, unlawful, or
otherwise offensive, as determined by Zupgro in its sole discretion, whether or not such material may be
protected by law. Zupgro may, but shall not be obligated to, review, monitor, or remove Partner Content,
at Zupgro's sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile
network's data and messaging rates and fees may apply if you access or use the Services from a
wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for
acquiring and updating compatible hardware or devices necessary to access and use the Services and
applications and any updates thereto. Zupgro does not guarantee that the Services, or any portion
thereof, will function on any particular hardware or devices. In addition, the Services may be subject
to malfunctions and delays inherent in the use of the internet and electronic communications.
Helper/Assistant
You may not engage any third party to help you provide the services (“Helper”) unless permitted
expressly by Zupgro. Even after such permission is granted, you are liable to ensure that the Helper
also complies with these Terms and also any other policy documents subject to which You are accessing
the Platform and Services. Any failure of the Helper to comply with such Terms or policy documents, or
other agreements etc. executed between You and Zupgro shall render your account liable to
suspension/banning.
Zupgro has the right to (at any time) conduct a background verification of the Helper (including after
granting permission), and you shall procure consent from the Helper in writing and provide it to Zupgro
in this respect, in the manner required by and satisfactory to Zupgro.
You further state that the Helper should be at least 18 (eighteen) years of age at the time of
registration on the Platform, is of the same biological sex as you, and is legally permitted to assist
you in providing the Services.
You will not be permitted to use more than one Helper at a time and you shall accompany the Helper at
all times while providing Services to the Users.
Compensation for the Helper shall be your responsibility and Zupgro shall not be liable to provide such
compensation nor will Zupgro be liable to pay extra compensation for your engagement of a Helper.
Using a Helper shall not be considered an assignment/transfer/delegation of your rights and
responsibilities under your Terms. Any breach of these Terms by the Helper shall be considered a breach
by you and shall be dealt with accordingly in accordance with these Terms. Further, you shall indemnify
and hold Zupgro and its affiliates and their officers, directors, employees and agents harmless from any
and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or
in connection with any act or omission to act made by the Helper.
You acknowledge that there is no contract of employment between your Helper and Zupgro and that you have
engaged the Helper in your capacity as an independent contractor.
You shall be solely liable for compensating the Helper on the terms and conditions agreed upon between
you the Helper. Zupgro shall not be liable to compensate the Helper for the provision of services; or
any expense incurred by/ assistance provided by the Helper to you in the provision of services. Further,
Zupgro shall not be liable to pay you any extra compensation for engaging a Helper.
Your engagement of a Helper shall not be construed to be an assignment, transfer, delegation, sub-
delegation or sub-contracting of your obligations under this Agreement. In any event, the primary
responsibility and liability to perform your obligations under these Terms shall vest with you.
For avoidance of doubt, it is hereby clarified that nothing contained in these Terms shall be construed
as Zupgro encouraging, advocating for, or discouraging you to engage a Helper.
Payment
After you have delivered your services to the Users through your use of the Service/Platform, Zupgro
will facilitate the payment of the applicable amount to be paid by the User to you as your limited
payment collection agent. Payment of the amount payable by the User in such manner shall be considered
the same as payment made directly by the User to you. Such payments will be inclusive of applicable
taxes where required by law. Amounts paid by the User to you are final and non¬refundable, unless
otherwise determined by Zupgro in accordance with these terms/other agreements/documents executed
between you and Zupgro. Payments collected by Zupgro as your payment collection agent shall be made at
such periods and durations as agreed between you and Zupgro from time to time.
You have the right to receive/request a lower amount to be paid as final payment towards the delivery of
Services by you to a User. Zupgro will respond accordingly to any request from you to modify the amount
to be paid by a User for a particular service provided by you to a User.
You agree and authorize Zupgro to determine the amount / range of amount to be paid by a User for the
services offered by you which may vary based on geographical areas, population density, time periods,
demand, your skillset, knowledge, experience, etc., your star rating, your feedback/
comments/preferences, user feedback, and categorization based on your skill assessment test and
training(s), weather and traffic conditions, local or national holidays, particular days of the week and
other factors.
This payment structure and determination of the amounts to be paid by the Users to you is intended to
fully compensate you for the services provided by you to the User.
Any tip amount may be paid by the Users either directly to you (by whatever medium chosen by you) or
collected by Zupgro on your behalf, post completion of service, and Zupgro shall not retain any part of
the tip amount. Any representation by Zupgro on the Zupgro Platform to the effect that tipping is
"voluntary," "not required/ not mandatory," and/or "included" in the payments made for services provided
is not intended to suggest that Zupgro provides any additional amounts, beyond those described above.
You understand and agree that, while Users are free to provide additional payment as a gratuity to you,
the Users are under no obligation to do so and such tips are voluntary.
Zupgro will, on your behalf, generate an invoice for the services provided by you to the User. The
invoice will be raised in your name and sent to the User via the Platform and/or any other mode of
communication. You may use this invoice for your accounting and tax filing purposes.
You shall not ask for or accept any cash payments directly from the User (other than tips/gratuities
etc.) for your services to such User, using the Platform/Services.
Use of Zupgro Partner App
You shall attend trainings, as may be required for Zupgro to ensure that your access to the Services,
and the Platform (including the Zupgro Partner Application) and also use the Platform to ensure Zupgro
can provide its Services to you in an appropriate manner.
Taxes
You understand that Zupgro is acting solely as an intermediary for the collection of payments and fees
between Users and you. State and local tax laws vary significantly by locality and you, therefore,
understand and agree that you are solely responsible for determining your own tax reporting requirements
in consultation with tax advisors. Zupgro cannot and does not offer tax advice to you. Further, you
understand that Zupgro shall not be responsible or liable in any manner in relation to tax liability
that you may incur. Zupgro will pay the GST arising to them on the convenience fee/commission charged by
Zupgro. If GST is applicable to you, you shall be responsible for payment of such GST.
Any other taxes which are liable to be deducted will be done so by Zupgro and the payments made to you
by Zupgro shall be net of such deductions towards applicable taxes. It is your responsibility to
determine any tax liability/implications in relation to goods/physical materials and you will be solely
responsible to discharge such liabilities.
There may be changes to the above provisions as per updates in the provisions under respective Laws.
No Discrimination
Zupgro does not permit discrimination against other Partners or Users based on race, religion, caste,
national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other
characteristic protected under applicable law, which includes but is not limited to any refusal to
provide services on any of these grounds. If you violate this, you may lose access to the Platform,
unless such a differentiation is permitted under applicable law.
Brand Merchandise
You shall wear the merchandise given by Zupgro such as clothes, and other gear containing the Zupgro
logo etc. while providing services to the Users. These materials shall be given to you by Zupgro free of
cost, as part of the promotional/marketing activities of Zupgro.
Hygiene Standards, Checking and Suspension
Zupgro reserves the right to conduct random checks whether virtually or physically at any time during
your provision of the Services to the User(s) including cleanliness and hygiene checks. If you fail
these tests, strict action will be taken against you including heavy penalties being deducted from your
past payments and suspension or even termination of your account, thereby restricting you temporarily or
permanently from utilizing the Zupgro Services.
Termination / Restriction of use / Suspension
Zupgro may restrict you from accessing or using the Services, or any part of them immediately and
without notice for any reason, including in circumstances where Zupgro suspects that:
• You have or you are likely to breach these Terms or any other terms, agreements, or policies
applicable to You; and/or
• You do not / are not likely to qualify under applicable law or standards/policies of Zupgro and/or its
affiliates to access and use the Services.
Zupgro may terminate these terms or any services with respect to you, or generally cease offering or
deny access to the Services or any portion thereof:
• Where Zupgro suspects that
• You are likely to, or you have materially breached these Terms or any other terms or policies
applicable to You; and/or
• You do not, or are likely not qualify under applicable law or the standards/policies of Zupgro and its
affiliates, to access and use the Services; or
Zupgro may also terminate these Terms or any Services for any legitimate business, legal , regulatory or
other reason.
Zupgro can also restrict/ terminate your access if you breach the Privacy Policy and/or other
guidelines/policies/agreements/codes of conduct at any time.
You can terminate these Terms at any time after serving a notice period of 10 (ten) days by informing
Zupgro including by means such as via telephone, in writing, or visiting your nearest Zupgro office and
informing them of the same, and in case you are providing services to a User on a monthly Subscription
Model, with a minimum notice period of 7 (seven) days to such User and Zupgro.
Effect of Termination
Upon termination, your right to access the Platform, including but not limited to your right to offer or
purchase Services and your right to receive any fees or compensation including any incentives, etc shall
terminate automatically.
Upon termination, your account will be disabled and you will not be able to access any information or
data in your Account. Further, all licenses granted to you hereunder shall terminate immediately and
automatically and you shall destroy all copies of Zupgro data, Marks and other content in your
possession.
Zupgro reserves the right even after termination to retain and use any data collected from your use of
the Platform for its legitimate business uses and analyses, and all licenses granted by you to Zupgro
shall remain in effect, nor will Zupgro be liable to return or destroy any Partner Content.
Any term which by its nature is intended to survive expiration or termination of these Terms shall
survive the expiration or termination of these Terms.
Without limiting its other rights under these Terms, Zupgro may immediately restrict or deactivate your
access to the Services if you breach the Privacy Policy / agreements executed between you and Zupgro
etc. and/or codes of conduct/policies (where applicable) at any time.
Disclaimer & Limitation of Liability
THE INFORMATION, PRODUCTS AND SERVICES ON THE WEBSITE ARE PROVIDED ON A STRICTLY “AS IS,” “WHERE IS” AND
“WHERE AVAILABLE” BASIS. ZUPGRO DOES NOT PROVIDE ANY WARRANTIES (EITHER EXPRESS OR IMPLIED) WITH RESPECT
TO THE INFORMATION AND/OR SERVICES PROVIDED ON THE WEBSITE AND/OR YOUR USE OF WEBSITE GENERALLY, FOR ANY
PARTICULAR PURPOSE AND ZUPGRO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ZUPGRO WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, THAT COULD RESULT FROM INTERCEPTION BY THIRD
PARTIES OF ANY INFORMATION OR SERVICES MADE AVAILABLE TO YOU VIA THE WEBSITE INCLUDING THE EXPERIENCES
PROVIDED BY THE PERFORMERS. ALTHOUGH THE INFORMATION PROVIDED TO YOU ON THIS WEBSITE IS OBTAINED OR
COMPILED FROM SOURCES WE BELIEVE TO BE RELIABLE, ZUPGRO CANNOT AND DOES NOT GUARANTEE THE ACCURACY,
VALIDITY, TIMELINESS, OR COMPLETENESS OF ANY INFORMATION OR DATA MADE AVAILABLE TO YOU FOR ANY
PARTICULAR PURPOSE. NEITHER ZUPGRO, NOR ANY OF ITS AFFILIATES, OR EMPLOYEES, THE PERFORMERS, NOR ANY
OTHER THIRD PARTY PROVIDERS OF CONTENT, SOFTWARE AND/OR TECHNOLOGY, WILL BE LIABLE OR HAVE ANY
RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR DAMAGE THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR
INTERRUPTION OF THE WEBSITE OR ANY PART THEREOF, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER
PARTY INVOLVED IN MAKING THE WEBSITE, THE DATA CONTAINED THEREIN OR THE PRODUCTS OR SERVICES OFFERED
THEREFROM, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE
WEBSITE OR THE INFORMATION, DOCUMENTS OR OTHER MATERIALS CONTAINED THEREIN, WHETHER OR NOT THE
CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ZUPGRO OR OF ANY VENDOR
PROVIDING SOFTWARE OR SERVICES.
Further, Zupgro is not liable for matters beyond its reasonable control. We do not, inter alia, control
telephones, third party communications networks (including, but not limited to, your internet service
provider) or the internet or the acts of third parties and you agree that we can therefore not be held
liable for any problem experienced by you on account of faults and failures in such systems.
You hereby agree that the aggregate amount of monetary claims of any kind assessed against Zupgro or
arising out of or relating to your use of the Services/Platform shall not, in any event, exceed INR
3,000 (Indian Rupees Three Thousand).
IN NO EVENT WILL ZUPGRO OR ANY SUCH PARTIES BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY LOSS
OF PROFITS, OR SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF
ZUPGRO OR ANY OTHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY
INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES OR OTHER MALICIOUS PROGRAMS WHICH MAY
INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE
OR OTHER CONNECTIVITY PROBLEMS SUCH AS LACK OF ACCESS TO THE INTERNET SERVICE PROVIDER, UNAUTHORIZED
ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE EVENT. ZUPGRO
CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE.
Statutory Guarantees.
Zupgro does not exclude, restrict or modify any liability that cannot be excluded, restricted or
modified, or which cannot be excluded, restricted or modified except to a limited extent, as between
Zupgro and you by law. However, where such statutory provisions apply, to the extent to which Zupgro is
entitled to do so, Zupgro's liability will be limited at its option to: the supply of the Services
again; or the payment of the cost of having the Services supplied again.
Indemnity
You agree to indemnify and hold Zupgro, its affiliates, and employees, harmless from and against any
suit, action, claim, demand, penalty or loss (including, but not limited to, legal costs), arising out
of, or relating to (i) Your use of the Services/Platform, (ii) breach of these Terms, (iii) your
violation of applicable law, regulation, order of any judicial, governmental or regulatory authority,
(iv) violation of the contractual rights of a third party including the Users, and/or (v) in relation to
Zupgro’s use of the Partner Content (“Losses”).
Zupgro reserves the right but not any obligation, at its own cost, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which event you agree to fully
cooperate with Zupgro in asserting any available defences.
In the event Zupgro is reasonably of the opinion that you have (i) performed your services deficiently;
or (ii) harmed or caused damage to a User or her/ his property, Zupgro may at its discretion, without
admitting any liability or prejudice to its status as an intermediary, compensate such User for
deficient service or damage/ harm caused, as the case may be. You hereby agree that Zupgro may collect
from you, partially or fully, the amount paid to the User in compensation subject to you consenting to
such collection of funds. For the avoidance of doubt, it is hereby clarified that nothing in this
provision shall prejudice any other right in law, equity or these Terms, or other agreements/documents
between you and Zupgro, available to Zupgro.
Your liability under this clause shall be reduced proportionately if, and to the extent that, Zupgro
directly caused or contributed to any such Losses.
Governing Law and Dispute Resolution
There are a number of mechanisms available to you to resolve any dispute, conflict, claim or controversy
arising out of or broadly in connection with or relating to the Services or these Terms, including those
relating to its validity, its construction or its enforceability (any "Dispute"). Zupgro or its
affiliate operates a complaints process to allow you to make complaints about Zupgro or Users, and
Zupgro and/or its affiliate may also make refunds to you/the User depending upon the nature of the
complaints. Zupgro or its affiliate will operate this complaints process in a reasonable manner as
determined by Zupgro in its sole discretion.
To raise a dispute you may first contact a Zupgro employee at your local city office, or through the
partner helpline that Zupgro operates for the recording and resolution of Disputes.
You may use any of the above mechanisms to raise a Dispute to challenge or appeal against any decision
that has been taken, with regard to your access to or use of the Services, by Zupgro.
In the event of an unresolved Dispute, the parties shall first attempt to amicably settle the dispute
through Mediation. If the dispute between the Parties cannot be resolved through Mediation within a
period of 45 days from the reference of the dispute to Mediation, the Parties may pursue final and
binding arbitration or other alternative dispute resolution as agreed upon by the parties. Arbitration
will be in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time) and
the arbitral tribunal will consist of one arbitrator, mutually appointed by the parties. The seat and
venue of the Arbitration shall be Chennai, India.
Any proceedings, including documents and briefs submitted by the parties, correspondence from a
mediator, and correspondence, order and awards issued by an arbitrator, shall remain strictly
confidential and shall not be disclosed to any third party without the express written consent from the
other party unless: (i) the disclosure to the third party is reasonably required in the context of
conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in
writing to be bound by the confidentiality obligation set out in these Terms.
These Terms shall be governed by and construed in accordance with the laws in force in India and the
courts in Chennai, India shall have jurisdiction to the exclusion of all other courts.
Notice
Zupgro may give notice by means of a general notice on the Services, App notification, WhatsApp message
or IVRS call to your provided contact number, or such other methods as may be agreed to by you and
Zupgro. You may give notice to Zupgro by written communication to support@zupgro.life .
Orientation
Before gaining access to the Services and being allowed to receive Leads you are required to attend an
Orientation program at such premises as may be communicated to you by Zupgro. The purpose of the
Orientation is to enable you to understand how the Platform works and to ways and means to maximise your
earning potential on the Platform.
General
You may not assign or transfer these Terms in whole or in part without Zupgro's prior written approval
(which will not be unreasonably withheld). You give your approval to Zupgro for it to assign or transfer
these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of
Zupgro's equity, business or assets; or (iii) a successor by merger. No joint venture, partnership,
employment or agency relationship exists between you, Zupgro or any User as a result of the contract
between you and Zupgro or use of the Services.
If any provision of these Terms 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 these
Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be
affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or
part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the
greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part
thereof, given the contents and purpose of these Terms. These Terms, including any incorporated
policies, constitute the entire written agreement and understanding of the parties with respect to its
subject matter and replaces and supersedes all prior or contemporaneous written agreements or
undertakings regarding such subject matter.
If the Terms are translated into a language other than English for any purpose, the English version
shall in all events prevail and be paramount in the event of any differences, questions or disputes
concerning the meaning, form, validity, or interpretation of these Terms.
In these Terms, the words “including” and “include” mean “including, but not limited to”.
