TERMS AND CONDITIONS
Last Updated on: 09th October, 2024.
These terms and conditions govern the fair and ethical use of the platform “UO.app Partners” (hereinafter referred to as the “Platform”) including any other related services (hereinafter referred to as the “Services”). The users and visitors of the Platform and Services (hereinafter referred to as either “You”, “Your” or “Partner”) are requested to carefully read these terms and conditions prior to their usage of the Platform.
PLEASE NOTE THAT THESE TERMS AND CONDITIONS GOVERN THE USAGE OF THE “UO.APP PARTNERS” APPLICATION AND NOT THE “UO.APP (USERS')” APPLICATION. THE USER APPLICATION IS GOVERNED BY A SEPARATE SET OF TERMS WHICH ARE MADE AVAILABLE THEREIN.
OVERVIEW
This Platform is operated by M/s. UO TECH PRIVATE LIMITED (CIN: U73100KA2024PTC193170), a Private Limited Company based out of Bangalore, India, incorporated under the Companies Act, 2013, having its registered office at: WeWork Prestige Cube, Site No. 26 Laskar, Hosur Rd, Bangalore, Karnataka 560030 (hereinafter referred to as either “We”, “Us”, “Our” or “Company”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its executive, officers, successors and permitted assigns).
The terms contained herein constitute a legally binding and enforceable agreement between You, whether in personal capacity or on behalf of another entity, and the Company, concerning Your access and usage of Our Platform and Services. By accessing Our Platform or Services, You agree to have read, understood and consented to be legally bound by all of the terms contained herein.
IF YOU DO NOT AGREE TO ANY OF THE TERMS CONTAINED HEREIN, YOU ARE EXPRESSLY PROHIBITED FROM USING OUR PLATFORM AND/OR SERVICES AND YOU MUST DISCONTINUE THE USAGE IMMEDIATELY.
TABLE OF CONTENTS
1. DEFINITIONS & INTERPRETATIONS 3
2. PARTNER REPRESENTATIONS 5
3. ACCOUNTS & PARTNER INFORMATION 6
6. OUR INTELLECTUAL PROPERTY RIGHTS 9
7. USER GENERATED CONTENT 11
8. YOUR FEEDBACK 16
9. PROHIBITED ACTIVITIES 16
10. PURCHASES & PAYMENTS 19
11. SUBSCRIPTIONS 21
14. THIRD-PARTY WEBSITES AND CONTENT 23
15. ADVERTISEMENTS 24
16. MANAGEMENT AND MAINTENANCE 24
17. PRIVACY & SECURITY 25
18. MODIFICATIONS, INTERRUPTIONS AND CORRECTIONS 25
19. TERM & TERMINATION 26
20. LIMITATION OF LIABILITY 27
21. DISCLAIMER 27
22. INDEMNIFICATION 29
23. ELECTRONIC COMMUNICATIONS, TRANSACTIONS & SIGNATURES 29
24. GOVERNING LAW 30
25. DISPUTE RESOLUTION 30
26. MISCELLANEOUS 31
27. CHANGES TO THESE TERMS 32
28. GRIEVANCE REDRESSAL 32
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DEFINITIONS & INTERPRETATIONS
- Unless otherwise defined herein and context otherwise requires, the capitalised terms used in this agreement shall have the meaning set out below:
- “Account” means a unique account created for You and/or Your representatives to access Our Platform or parts of Our Platform.
- “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- “Business Admin” refers to any person or entity that is responsible for setting up of the Partner’s business profile and managing the stores within their business organisation.
- “Business Information” means all business-related information including without limitation, the name, logo, business type, business model, business identifiers, government identifiers, email address and physical address.
- “Device” means any device that can access the Platform or the Services such as a computer, a cell phone or a digital tablet.
- “External Referral Partner” refers to an external partner or provider without any business on the Platform that promotes the Platform within their business network through referral campaigns.
- “Feedback” means feedback or suggestions sent by You regarding the attributes, performance or features of Our Platform or Services.
- “Product” refers to the products or items offered for sale on the Platform.
- “Product Information” means all information related to a specific Product including without limitation, the name, SKU, brand name, description, actual price, sale price, category and sub-category, colours, sizes, images, inventory status and any additional discount information.
- “Promotions” refer to contests, sweepstakes or other promotions offered through the Platform.
- “Purchase Order” means a request made by You to purchase any of Our Services.
- “Store Information” means all of the store-related information, including without limitation, the name, logo, physical address, store identifiers, government identifiers and the contact details of the Store Manager.
- “Store Manager” means any person or entity that is appointed by the Business Admin and tasked with overseeing one or more stores within the same business organisation.
- “Terms and Conditions” (also referred to as "Terms") mean these terms and conditions that form the entire agreement between You and the Company regarding Your use of Our Platform and Services.
- “User Generated Content” refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
- For the purpose of this agreement, unless the context otherwise requires, the following interpretations shall apply:
- The headings are for convenience or reference only and shall not be used in and shall not affect the construction or interpretation of this agreement.
- All terms indicating gender would include both masculine and feminine gender. Words importing the singular include the plural and vice versa where the context so requires.
- Reference to days, months and years are to Gregorian days, months and calendar years respectively.
- References to “Sections” and “Schedules” are references to sections and schedules of this agreement specifically.
- Grammatical variations of defined terms shall have the corresponding meaning.
- Words such as “includes”, “including” and “such as” are deemed to be followed by the phrase “without limitation”.
- The terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder”, “hereinunder" and derivative or similar words refer to this entire agreement or specified Section or Schedule of this agreement, as the case may be.
- The word “will” shall be construed to have the same meaning and effect as the word “shall”.
- Where the definition is not provided in this Section but set out in a particular Section or Schedule or there is any inconsistency between the definitions set out in this Section and the definitions set out in any Section or Schedule, then for the purposes of construing such Section or Schedule, the definitions set out in such Section or Schedule shall prevail.
- Reference to applicable law or to any provision thereof shall include references to any such applicable laws as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to any statutory provision shall include any subordinate legislation made from time to time under that provision.
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PARTNER REPRESENTATIONS
- It is understood and agreed by You that Your usage of our Platform and Services is subject to Your acceptance of and compliance with these Terms and Conditions. These Terms shall apply to all Partners, visitors and any other individual or entity that, indirectly or directly, accesses the Platform or the Services.
- Our Platform and Services are not intended to be used by minors. By continuing usage of Our Platform and Services, You represent that
- You are not considered a minor in the jurisdiction where You reside; and
- You are of legal capacity and possess sufficient competence to enter into this agreement.
- The information provided when using the Platform or the Services is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Us to any registration requirement within such jurisdiction or country. Accordingly, the Partners who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent such local laws are applicable.
- Your access and usage of Our Platform and Services is also conditioned upon Your acceptance of Our Privacy Notice and Our Refund and Cancellation Policy. You hereby represent that You have accepted the aforementioned policies prior to the usage of Our Platform or Services.
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ACCOUNTS & PARTNER INFORMATION
- Our Platform allows the creation of Accounts. Upon registration of an Account, the Partner represents and warrants that:
- The information provided upon Account creation up is true, accurate, complete, and current; and
- The accuracy of such information shall be maintained and the Account information shall be promptly updated by the Partner.
Any failure to comply with the aforementioned requirements shall be treated as a breach of the Terms and may result in the immediate termination of the Account.
- The Partner is responsible for maintaining and safeguarding the passwords and/or one-time passwords (OTPs) required for gaining access to their Accounts.
- The Partner agrees to refrain from voluntarily disclosing the password or OTP to any third-party. In case of a breach of security or unauthorised activity detected by the Partner, the Partner agrees to notify Us immediately upon awareness of such potential breach or unauthorised activity.
- ENROLMENT PROCEDURE
- Business Enrolment: Your usage of the Platform and the Services as a Partner is subject to the approval of Your business enrolment request. The enrolment procedure is further elucidated through the following clauses:
- Upon creation of an Account on the Platform, You shall have the option to enrol Your business with Us by providing any Business Information as may be requested through the Platform. The Business Admin shall be duly notified upon the approval of Your request.
- By creating an Account on the Platform, You agree to offer a discount on the final bill, excluding all other discounts, to all members possessing a valid UO Prime subscription at all stores enrolled under Your Account. The discount percentage shall be communicated to You at the time of Account creation and the Company reserves the absolute right to modify such percentage at their liberty through a subsequent agreement.
- Notwithstanding anything contained herein, the Company reserves the right to refuse Your business enrolment request at its sole discretion.
- Store Enrolment: The following clauses explain the procedure for enrolling a store on the Platform:
- Upon the approval of Your business enrolment request, You shall be given the option to enrol a particular number of stores depending upon Your membership tier. Multiple stores which are enrolled under the same Account may be managed and monitored by a single Store Manager and/or a single Business Admin, however, the Store Manager’s Account may not be associated to any external organisation operating within the Platform.
- The Store Manager’s information such as the phone number and email address must be different from the information of the Business Admin, and the same shall be verified upon submission of the approval request, failing which, the request shall be open to rejection. The Business Admin shall have the option to modify, rectify or otherwise alter the Store Manager’s information at a later date, if required.
- Review: Your store enrolment request undergoes a review procedure prior to approval. The review procedure is explained through the upcoming clauses:
- The review procedure commences upon submission of Your store enrolment request. Typically, the entire process takes about 24 hours.
- While Your store enrolment request is under review, neither the Business Admin nor the Store Manager shall have the option to revoke the request. However, they may proceed for enrolment of another store simultaneously. In case if multiple stores are under review, the status for each store is displayed on the interface.
- It is hereby understood and agreed that the Company reserves the right to request for modifications to Your enrolment request or, at its discretion, refuse Your enrolment request.
- The status of Your store enrolment request may be depicted through one of the following states:
- In Review;
- Approved; or
- Requested for Modification.
- Any changes to the status of Your request shall be notified to You through the Business Admin.
- While Your store enrolment request is in the “Approved” or “Requested for Modification” state, the Business Admin shall have the ability to modify Store Information, which will initiate the review process afresh.
- Please note that the store shall not be published automatically upon approval. The Business Admin or the Store Manager must publish the store manually after successfully listing a minimum of 10 (ten) Products.
- PRODUCT LISTING AND MANAGEMENT
- The Platform allows You to add, view, manage, access and edit Your listed Products. New listings for Products can be created easily and conveniently and the same may be published immediately or scheduled for publication later. For any Product that is already listed, the Business Admin or Store Manager may edit any field under the Product Information. For the convenience of the Partner and its representatives, the Platform enables the functionality to make quick edits to the of the inventory status and sale price directly on the listing page.
- The Company makes no representations and assumes no liability towards any of its consumers or third-parties in relation to the Product Information supplied by any of the Partners. The Partner hereby agrees to provide accurate Product Information while listing any Product through the Platform. Furthermore, the Partner explicitly agrees to indemnify the Company in case of any damage or loss, whether incidental or consequential, suffered by the Company with respect to any errors, inaccuracies or deficiencies in the Product Information provided by them while listing.
- In order to ensure the convenience of Our Partners, the following functionalities have been implemented within the Platform:
- Quick Search: Search by Product name or SKU.
- Infinite Scroll: Continuously scroll through Products without pagination.
- Product Count Display: Shows the total number of Products at the top of the page.
- Quick Edit Options: Allows Products Information such as sale price and availability status to be updated quickly and conveniently.
- Edit Product: Provides an option to edit Product Information.
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OUR INTELLECTUAL PROPERTY RIGHTS
- It is understood and agreed that the Company is in exclusive ownership of or is a licensee for all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics produced or reproduced through Our Platform or Our Services, excluding any User Generated Content (collectively, “Our Content”), as well as, the trademarks, service marks, and logos contained therein (collectively, “Our Marks”). The Company reserves its ownership and licences over its intellectual property rights, including Our Content and Our Marks.
- Our Content is protected by intellectual property laws of India as well as foreign jurisdictions. Our trademarks and trade dress may not be used in connection with any product or service, without Our prior written consent.
- Subject to Your compliance with these Terms and Conditions, including the “Prohibited Activities” mentioned herein under Section 9, We grant You a non-exclusive, non-transferable, revocable licence to:
- Access Our Platform and Services; and
- Download or print a copy of any portion of Our Content to which You have lawfully gained access;
Solely for Your personal, non-commercial use or internal business purpose.
- Except as explicitly set out within this Section or elsewhere in Our Terms and Conditions, no part of the Platform and none of Our Content or Our Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Our express prior written permission.
- If You wish to make any use of Our Content or Our Marks other than as set out in this Section or elsewhere in the Terms, You may address Your request to: support@uo.app. If We ever grant You the permission to post, reproduce, or publicly display any part of Our Content or Our Marks, You must identify Us as the owners or licensors of the same and ensure that any copyright or proprietary notice appears or is visible upon posting, reproducing, or displaying of Our Content and/or Our Marks. In such a situation, We reserve all rights not expressly granted to You in and to Our Content and Our Marks.
- Any breach of the terms included within this Section will constitute a material breach of Our Terms and Your right to use Our Platform and Services shall be terminated with immediate effect.
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USER GENERATED CONTENT
- Our Platform allows Partners to upload User Generated Content. The Platform may allow You to create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to Us or through the Platform, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material. Any content that is publicly posted shall also be treated as a User Generated Content. You understand that any User Generated Content published by You may be viewable by other users of the Platform and possibly through third-party websites.
- While posting any User Generated Content through any part of the Platform, You represent and warrant that:
- Your User Generated Content is not in contravention to Our policies on “Prohibited Activities” as mentioned under Section 9 herein;
- You shall not post any User Generated Content which is in violation of Our policy on “Restricted Content” as mentioned under Section 7.4. herein;
- The User Generated Content is owned by You or You have the right or sufficient authorization to use it and You grant Us the rights and licence as provided under these Terms; and
- The posting of Your User Generated Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
- Content Contribution Licence:
- By posting User Generated Content, You grant Us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit Your User Generated Content (including, without limitation, Your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, Your User Generated Content, and to sub-license the licences granted in this Section. Our use and distribution may occur in any media formats and through any media channels.
- This licence shall apply to any form of media or technology known presently or developed hereafter, and includes Our use of Your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images You provide. You hereby waive all moral rights to Your User Generated Content, and You warrant that moral rights have not otherwise been asserted in Your User Generated Content.
- We do not assert any ownership over Your User Generated Content. You retain full ownership of all of Your User Generated Content and any intellectual property rights or other proprietary rights associated with Your User Generated Content. We shall not be liable for any statements or representations made through Your contributions provided by You in any area on the Platform. You are solely responsible for Your User Generated Content to the Platform and You expressly agree to exonerate Us from any and all responsibility and to refrain from any legal action against Us with respect to Your User Generated Content.
- Restricted Content:
- The Company is not responsible for any User Generated Content. You expressly understand and agree that You are solely responsible for the User Generated Content and for all activity that occurs under Your Account, whether done so by You or any third person using Your Account. You may not transmit any User Generated Content that is illegal, unlawful, offensive, upsetting, intended to disgust, libellous, defamatory, obscene, harassing, hateful, harmful, vexatious, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading or otherwise objectionable.
- As You post, publish or make available, any User Generated Content, You represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your User Generated Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;
- You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise Us, the Platform, and other users of the Platform to use Your User Generated Content in any manner contemplated by the Platform and the Terms;
- You have the written consent, release, and/or permission of each and every identifiable individual person in Your User Generated Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your User Generated Content in any manner contemplated by the Platform and the Terms;
- Your User Generated Content is not obscene, pornographic, paedophilic or invasive of another’s privacy including bodily privacy;
- Your User Generated Content is not false, inaccurate, or misleading and does not propagate the spreading of fake news or any information that is patently untrue;
- Your User Generated Content does not constitute unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, any form of gambling, or other forms of solicitation;
- Your User Generated Content is not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by Us);
- Your User Generated Content does not ridicule, mock, disparage, intimidate, or abuse anyone;
- Your User Generated Content is not intended towards harassing or threatening (in the legal sense of those terms) any other person or to promote enmity or violence against a specific person or class of people on the grounds of religion or caste;
- Your User Generated Content does not promote any unlawful activity and is not in contravention to any applicable law, regulation, or rule;
- Your User Generated Content does not violate any applicable law concerning health, safety and overall well-being of minors;
- Your User Generated Content does not include any offensive opinions or comments that may be considered insulting, defamatory, discriminatory or mean-spirited, including references or commentary, on the basis of gender, religion, caste, race, sexual orientation, gender, national/ethnic origin, physical handicap or other targeted groups;
- Your User Generated Content does not contain or install any viruses, worms, malware, trojan horses, or other malicious material that is designed or intended to disrupt, interrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorised access to any data or other information of a third person;
- You shall not attempt to impersonate any person or entity including the Company and its employees or representatives by means of Your User Generated Content;
- Your User Generated Content does not relate to or encourage money laundering, gambling or any impermissible online game capable of causing harm; and
- Your User Generated Content is not provocative or instigating in nature and is not capable of threatening the unity, defence, security or sovereignty of India, friendly relations with foreign states or public order and is not likely to incite the commission of any cognisable offence, prevent investigation for any offence or insult another nation.
- The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any User Generated Content is inappropriate and in violation of Our Terms and accordingly refuse or remove any such User Generated Content. Furthermore, the Company reserves the right to:
- Edit, redact or make changes to Your User Generated Content;
- Re-categorize any of Your User Generated Content to place them in more appropriate locations of the Platform; and
- Pre-screen or delete any User Generated Content at any time and for any reason, without notice.
- The Partner expressly agrees to indemnify and reimburse the Company in case of any and all losses suffered by the Company due to the Partner’s breach of or non-compliance with (a) Section 7 herein, (b) any third party’s intellectual property rights, or (c) any applicable law.
- Content Backup:
- The Company performs routine, periodic backups for all User Generated Content as well as for data relating to Your usage of the Platform, for the purpose of managing the overall performance of the Platform. However, the possibility of loss or corruption of data may not be overlooked. The Partner understands and agrees that loss or corruption may occur, without limitation, in situations where the data is corrupt or lost prior to backup, or due to changes to the data during the performance of a backup. The Company does not guarantee the absolute availability of all User Generated Content at all times.
- In case of loss or corruption, the Company shall employ reasonable efforts towards troubleshooting any known or discovered issues that may affect the backup process. The Company shall also attempt to extend its support to the Partners, as and when required. However, the Partner hereby acknowledges that the Company has no liability relating to the integrity of lost, corrupted or recovered data or towards its failure to successfully restore any User Generated Content to an usable state. The Partner agrees to waive any right of action against the Company arising from any loss or corruption of data.
- The responsibility to maintain all of the data transmitted by the Partner lies with the Partner and the Partner hereby agrees to maintain all of its User Generated Content at a location independent of the Company’s Platform.
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YOUR FEEDBACK
- You assign all rights, title and interest in any Feedback You provide to the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
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PROHIBITED ACTIVITIES
- The Partner may not access or use the Platform or the Services for any purpose other than that for which We make the Platform and Services available. The Platform or Services may not be used in connection with any commercial endeavours except for those which are specifically endorsed or approved by us.
- As a Partner, You agree not to:
- Systematically retrieve data or other content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from the Company;
- Trick, defraud, or mislead the Company and other users, especially in any attempt to learn sensitive Account information such as passwords;
- Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any content, both Our Content as well as User Generated Content, or enforce limitations on the use of the Platform and/or the content contained therein;
- Disparage, tarnish, or otherwise harm, in Our opinion, the Company and/or the Platform or its Services;
- Use any information obtained from the Platform or Services in order to harass, abuse, or harm another person;
- Make improper use of the Company’s support Services or submit false reports of abuse or misconduct;
- Use the Platform or Services in a manner inconsistent with any applicable law or regulation;
- Engage in unauthorised framing of or linking to the Platform or Services;
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform and Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform and Services.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
- Delete the copyright or other proprietary rights notice from any of Our Content or User Generated Content;
- Attempt to impersonate another partner, user or person;
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms");
- Interfere with, disrupt, or create an undue burden on the Platform or the networks or Services connected to the Platform;
- Harass, annoy, intimidate, or threaten any of the Company’s employees or agents engaged in providing any portion of the Platform or Services to You;
- Attempt to bypass any measures of the Platform or Services designed to prevent or restrict access to any part of the Platform or Services;
- Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform;
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorised script or other software;
- Use a buying agent or purchasing agent to make purchases on the Platform;
- Make any unauthorised use of the Platform, including collecting personal information and/or email addresses of Partners and users by electronic or other means for the purpose of sending unsolicited email, or creating Accounts by automated means or under false pretences; and
- Use the Platform as part of any effort to compete with Us or otherwise use the Platform and/or the content present therein for any revenue-generating endeavour or commercial enterprise.
- Non-compliance to any of the terms mentioned within this Section shall be treated as a breach as well as a gross violation of this agreement and the Partner understands that the Company is entitled to pursue any legal action, including remedies available under relevant criminal laws, in addition to the closure, suspension or blacklisting of the Partner/Partners involved in such breach.
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PURCHASES & PAYMENTS
- The Platform includes a combination of free and paid features offered through tier-wise membership plans. By placing a Purchasing Order through Our Platform, the Partner warrants that the Partner is legally capable of entering into binding contracts.
- While making a payment towards any Purchase Order, You might be asked to provide certain relevant information including, without limitation, Your name, Your email address, Your phone number, Your payment card number, the expiration date of Your payment card, Your billing address and Your shipping address. All of the information provided by You shall be handled in adherence to Our Privacy Notice which is available at Privacy Policy
- Agreements: By placing a Purchase Order through any part of the Platform, including the Services, You agree to:
- Provide current, complete, and accurate purchase and Account information;
- Promptly update Your Account and payment information;
- Pay all charges at the prices then in effect for Your purchases and any applicable fees, and You hereby authorise Us to charge Your chosen payment provider for any such amount upon Your placement of the Purchase Order; and
- Grant Us the right to provide the information supplied by You to third-party payment processors, in accordance to Our Privacy Notice, for purposes of facilitating the completion of Your Purchase Order.
- Representation and Warranties: By placing a Purchase Order through any part of the Platform, including the Services, You represent and warrant that:
- You are the rightful holder of the payment card and You have the legal right to use such a payment card for purchases; and
- The information supplied by You is true, correct and complete.
- Purchase Limitations: We reserve the right to refuse any Purchase Order placed through the Platform. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per Purchase Order. These restrictions may include Purchase Orders placed by or under the same Account, the same payment method, and/or Purchase Orders that use the same billing or shipping address. We reserve the right to limit or prohibit Purchase Orders that, in our sole judgement, appear to be placed by dealers, resellers, or distributors.
- Order Cancellation: The Company reserves the right to refuse or cancel Your Purchase Order at any time for certain reasons, including without limitation:
- Availability of Our Services;
- Errors in description or prices for Our Services;
- Errors within Your Purchase Order; and
- Suspected fraudulent activity, illegal transaction or unauthorised activity.
- Your Rights to Cancellation of Purchase Order: Any Services purchased by You can only be refunded in accordance to Our Refund and Cancellation Policy available at Refund and Cancellation Policy
- Availability, Errors and Inaccuracies: In spite of Our best efforts to constantly update Our offerings through Our Platform, some items may be mispriced, described inaccurately, or unavailable. In certain instances, We may experience slight delays in updating information on Our Platform or on Our advertisements. The Partner understands that We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications and availability. It is further agreed that We reserve the right to change or update information and to correct errors, inaccuracies and omissions at any time without prior notice.
- Pricing Policy:
- All listings for Services available through Our Platform are priced in Indian Rupees (INR).
- Any applicable taxes such as Sales tax, Goods and Service Tax, etc. shall be added to the price of purchases and deemed necessary by Us.
- The Company reserves the right to revise its prices at any time prior to acceptance of Purchase Order.
- The prices quoted may be revised by the Company subsequent to acceptance of a Purchase Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, higher foreign exchange costs and any other event beyond the control of the Company (Vis Majeure). In such circumstances, the Partner or purchaser shall have the right to cancellation of their Purchase Order.
- Payment Methods: We accept various payment methods including Visa, Mastercard, American Express cards as well as online payment methods and e-wallets. Please note that payment cards are subject to validation checks and authorization of Your card issuer. In case the required authorization is not received, the Company shall not be liable for any delay or non-delivery.
- Promotions: The Company may periodically announce Promotions through the Platform. Any such promotion made available may be governed by separate sets of rules specific to that particular program. Your participation in any Promotions is subject to Your review and acceptance of the applicable rules. In case of any conflict between the rules and these Terms, the Promotions rules shall prevail.
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SUBSCRIPTIONS
- Certain Services or other premium features may be offered through the Platform on a subscription basis. Your subscription will continue and automatically renew unless cancelled. By purchasing a subscription, You authorise Us to charge Your payment method on a recurring basis without requiring Your prior approval for each recurring charge, until such time as You cancel the applicable Purchase Order. The length of Your billing cycle is annual.
- Your subscription can be cancelled in accordance to Our Refund and Cancellation Policy available at Refund and Cancellation Policy
- We reserve the right to make changes to Our subscription fees from time to time. In such a case, the change shall be communicated to You in accordance with applicable law.
- GIFT CARDS
- We may offer gift cards through the Platform for certain events such as upon the listing of a new store or upgradation of Your membership plan. Each gift card contains a unique code along with the application URL. Gift cards may be redeemed by the recipient and applied towards any Purchase Orders with Us.
- Redemption Period: Any gift card issued by Us must be redeemed within 3 (three) months of distribution, failing which, they shall expire.
- Partners can track the redemption status for each gift card issued to them. The date of expiry and the number days left until expiration are displayed on the interface.
- Please note that gift cards are specific to the Account to which it was issued and only the Business Admin may access them.
- REFERRALS
- Referrals by Partners: Our Platform encourages referrals made by Partners to users in order to expand Our reach amongst consumers. Partners are rewarded with a specific amount of referral points depending on their subscription tier in exchange of each successful referral made by them, which may be converted into currency or used for upgrading the subscription tier. We assign a unique referral code to each store enrolled under the Platform. Referrals are specific to each store, however, the Business Admin can view consolidated referrals and earnings across all stores enrolled under the Account.
- External Referral Partners Program: Referral Partners (not to be confused with Partners) operate as external agents and facilitate referral campaigns outside the Platform’s environment. Each Referral Partner can possess multiple referral codes using which they may refer users to the UO Users’ application. For each successful referral, a specific amount of referral points shall be awarded to the Referral Partner. The Company reserves the right to determine, modify or amend the amount of referral points that shall be awarded for each successful referral.
- Earning Referral Points: Referrals points can be earned through a successful referral of Our Platform to any user. A referral is deemed successful upon the user’s purchase of a “UO Prime Subscription”. Please note that a mere installation of or sign-up at the Platform does not qualify the Partner or External Referral Partner for referral points. At all times, the Partner or the External Referral Partner can track the status (“Signed up” or “Successful”) of their referrals displayed along with the user’s name and date and time of the referral.
- Withdrawals. Upon withdrawal of referral points, the designated amount shall be credited to the billing credentials provided by the Partner or External Referral Partner. In case of a Partner entity, withdrawals of referral points are specific to each store and only the Business Admin can request withdrawals. For the purpose of withdrawals, the Partner or External Referral Partner may be requested to add their billing information, such as bank account details, billing address, etc.
- Withdrawal Monitoring: Partners and External Partners can monitor the status of their withdrawal requests on the Platform interface. Additionally, a list of past withdrawal transactions and the total amount earned through referrals may be accessed therein.
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THIRD-PARTY WEBSITES AND CONTENT
- The Platform may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Us, and We are not responsible for any Third-Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, business practices or other policies of such Third-Party Websites or Third-Party Content.
- Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Us. If You decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, You do so at Your own risk, and You should be aware that these Terms no longer govern Your usage. You are expected to review the applicable terms and policies, including the terms and conditions, privacy and data gathering practices, of any website to which You navigate from the Platform or relating to any applications You use or install from the Platform.
- Any purchases made by You on a Third-Party Website will be managed, controlled and facilitated by another entity. The Company assumes no responsibility whatsoever in relation to such purchases which are exclusively between You and the applicable third party. You agree and acknowledge that We do not endorse the products or services offered on Third-Party Websites and You shall hold us blameless from any harm caused by Your purchase of such products or services. Additionally, You agree that any losses sustained by You or harm caused to You relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites shall be completely at Your disposal and the Company shall assume no responsibility in connection to such an issue.
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ADVERTISEMENTS
- We allow advertisers to display their advertisements and other information in certain areas of the Platform, such as the sidebar advertisements panel or banner advertisements panel. The Partner is hereby made aware that Our role is limited to providing the advertisement spaces to such advertisers and no additional affiliation, collaboration or business relationship exists between Our Company and the advertisers.
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MANAGEMENT AND MAINTENANCE
- We reserve the right, but not the obligation, to:
- Monitor the Platform for violations of these Terms;
- Take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities;
- In Our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Your User Generated Content or any portion thereof;
- In Our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to Our systems; and
- Otherwise manage the Platform in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Platform.
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PRIVACY & SECURITY
- We care about Our Partner’s data and undertake strong measures to protect their privacy and security. Please review Our Privacy Notice which is available at Privacy Policy
- By using the Platform, You agree to be bound by Our Privacy Notice, which is incorporated into these Terms. Please be advised that the Platform is hosted in India. If You access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in India, then through Your continued use of the Platform, You are transferring Your data to India, and You expressly consent to have Your data transferred to and processed in India.
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MODIFICATIONS, INTERRUPTIONS AND CORRECTIONS
- We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at Our sole discretion without notice. However, We have no obligation to update any information on Our Platform. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuance of the Platform.
- Although we employ Our best efforts to keep the Platform functional at all times, We cannot guarantee the availability. Technical issues such as hardware errors, software malfunctions, performance of updates and routine maintenance may result in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms shall be construed in a way which obligates Us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
- There may be certain information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, etc. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.
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TERM & TERMINATION
- These Terms shall remain in full force and effect while You use the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
- If We terminate or suspend Your Account for any reason, You are prohibited from registering and creating a new Account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party. In addition to terminating or suspending Your Account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
- In case You wish to terminate Your Account, You may request a closure of Your Account by contacting Us.
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LIMITATION OF LIABILITY
- IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.
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DISCLAIMER
- THE PLATFORM ALONG WITH ALL SERVICES OFFERED THEREIN IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
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INDEMNIFICATION
- You agree to defend, indemnify, and hold the Company harmless, including Our subsidiaries, Affiliates, and all of Our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
- Your User Generated Content;
- Your use of the Platform;
- Breach of these Terms;
- Any breach of Your representations and warranties set forth in these Terms;
- Your violation of the rights of a third party, including but not limited to intellectual property rights; or
- Any overt harmful act toward any other Partner or user of the Platform with whom You connected via the Platform.
- Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with Our defence of such claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
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ELECTRONIC COMMUNICATIONS, TRANSACTIONS & SIGNATURES
- Visiting the Platform, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications We provide to You electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM.
- Furthermore, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
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GOVERNING LAW
- These Terms shall be governed by and construed in accordance with the laws of India. The Partner and the Company irrevocably consent that the courts of Bangalore, India shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.
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DISPUTE RESOLUTION
- Most disputes can be resolved quickly and efficiently by contacting Us. In case of any disputes regarding the Platform, the Partner agrees to first make a reasonable effort towards resolving the dispute informally.
- If an amicable resolution cannot be reached, You and the Company (collectively, “Parties”) hereby agree that the preferred mode of dispute resolution between You and the Company shall be Individual Binding Arbitration, in accordance with the Indian Arbitration & Conciliation Act, 1996.
- Restrictions to Arbitration: The Parties hereby agree that any arbitration shall be limited to the dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
- Exceptions to Arbitration: The Parties agree that disputes with the following subject-matter are not governed by the provisions mentioned within this Section concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief.
- If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
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MISCELLANEOUS
- Entire Agreement: These Terms constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, oral or written, pertaining to the subject matter hereof.
- Waiver: No waiver of any breach of this agreement shall constitute a waiver of any other breach of the same or other provisions of this agreement, and no waiver shall be effective unless made in writing.
- Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- Relationship between Parties: For avoidance of doubt, it is clarified that this agreement contemplates a relationship between the Parties on a principal to principal basis. It is further clarified that the execution of this agreement does not create a joint venture, partnership, employment, or agency relationship between the Parties.
- Assignments: The Company reserves the right to assign any or all of its rights and obligations to others at any time.
- Vis Majeure: The Company shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any event beyond their reasonable control.
- Equal Protection: You agree that these Terms will not be construed against Us by virtue of having drafted them.
- Execution through Electronic Means: You hereby waive any and all defences You may have based on the electronic form of these Terms and the lack of signing by the Parties hereto to execute these Terms.
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CHANGES TO THESE TERMS
- We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Platform after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, You are requested to immediately discontinue Your usage of the Platform.
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GRIEVANCE REDRESSAL
- In accordance with applicable law, including the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Consumer Protection Act, 2019, and the Consumer Protection (E-Commerce) Rules, 2020, the name and contact details of the Nodal cum Grievance Officer who can be contacted for any complaints or concerns pertaining to the Platform, including those pertaining to breach of the Terms or any other policies are published as under:
Details of the Nodal cum Grievance Officer
Name: Mr. Chandrasekara Reddy
Designation: Director
Address: UO Tech Private Limited, Attn: Grievance Redressal Officer, WeWork Prestige Cube, Site No. 26 Laskar, Hosur Rd, Bangalore, Karnataka 560030.
Email: gro@uo.app
- Please note that the grievance redressal mechanism is an escalation channel. We request You to kindly exhaust the option to contact Our customer support by using the information provided under Section 29 herein before opting for the grievance redressal procedure. The grievance redressal mechanism shall only be utilised in relation to any complaints, grievances or concerns that You feel are not appropriately addressed by Our customer support team. The procedure for grievance redressal may take up to 3-5 (three to five) working days, whereas, Our customer support team typically responds to Your queries within 24 hours.
- CONTACT US
- In case of any questions or queries relating to Our Platform, including these Terms, We encourage You to contact Us at the following details :
Email: support@uo.app
Postal Address: UO Tech Private Limited, WeWork Prestige Cube, Site No. 26 Laskar, Hosur Rd, Bangalore, Karnataka 560030.