Terms
of use

TERMS OF SERVICE TOOTLE & ZAPP

Last modified: January 2024

Section A – General Terms

1. Introduction

1.1 Please read these Terms of Service carefully. By using the Service (as defined below), you agree that you have read and understood the terms in these Terms of Service which are applicable to you. These Terms of Service and the Tootle Policies (as defined below) constitute a legally binding agreement (“Agreement”) between you and Tootle (as defined below). The Agreement applies to your use of the Service provided by Tootle and Zapp. If you do not agree to the Terms of Service please do not use or continue using the Platform (as defined below) or the Service.

1.2 Tootle may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on https://www.tootle.com.np or the Application. It is your responsibility to review the Terms of Service and Tootle Policies regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.

1.3 If you use the Service in a country other than the country where you registered for the Application (the “Alternate Country“), you must regularly review the Terms of Service applicable in the Alternate Country which can be found at https://www.tootle.com.np as it may differ from the country where you registered for the Application. By using the Service in the Alternate Country, you agree to be bound by prevailing Terms of Service in the Alternate Country.

1.4 TOOTLE IS A TECHNOLOGY COMPANY WHICH PROVIDES A PLATFORM FOR CONSUMERS TO VIEW, OBTAIN OR PROCURE GOODS AND SERVICES. DEPENDING ON THE GOODS OR SERVICES IN QUESTION, THE GOODS OR SERVICES MAY BE SUPPLIED BY TOOTLE OR A PARTNER. WHERE THE GOODS/SERVICES ARE OFFERED AND/OR PROVIDED BY A PARTNER, TOOTLE’S ROLE IS MERELY TO LINK THE CONSUMER WITH SUCH PARTNERS OR TO ENABLE CONSUMERS TO VIEW INFORMATION IN RESPECT OF THE PARTNER’S GOODS/ SERVICES. TOOTLE IS NOT RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF ANY PARTNER OR INFORMATION RELATING TO THE SAME. PARTNERS SHALL BEAR ALL LIABILITY IN RELATION TO SUCH GOODS/SERVICES. PARTNERS ARE NOT, AND SHALL NOT HOLD THEMSELVES OUT TO BE, AN AGENT, EMPLOYEE OR STAFF OF TOOTLE AND THE SOLUTIONS PROVIDED BY PARTNERS SHALL NOT BE DEEMED TO BE PROVIDED BY TOOTLE.

2. Definitions

In these Terms of Service, the following words shall have the meanings ascribed below:

2.1 “Application” means the relevant mobile application(s) made available for download by Tootle (or its licensors) to Consumers and Partners respectively;

2.2 “Consumer” or “User” means any end-user who accesses or uses the Platform to search for and obtain the Solutions;

2.3 “Consumer Charges” or “User Charges” means charges incurred by Consumers for the Solutions obtained through the use of the Service, including any applicable tolls, taxes and any other fees or charges that may be due for a particular use of the Service or Solutions;

2.4 “Tootle” / “we” means:

2.4.1 Zapp Services Pvt. Ltd in relation to Tootle Rides and Delivery;

2.4.2 Zapp Services Pvt. Ltd. in relation Tootle Bike, Tootle Share, Tootle Express, Tootle Family, Tootle for Business, Zapp Delivery, Tootle Hire, Tootle Delivery, Tootle Food, Tootle Services, Tootle Mart, Tootle Shop, Tootle Home Services;

2.4.3 Zapp Services Pvt. Ltd. and/or Tootle brand in relation to TootleAds;

2.4.4 in relation to Tootle for Business, the Zapp entity stated at the Tootle for Business account sign-up page (or if there is no such entity stated, Zapp Services Pvt. Ltd.);

2.4.5 Zapp Link in relation to Tootle Gifts; and/or

2.4.6 the relevant subsidiary, affiliate, associated company of or entity jointly controlled by Zapp Services Pvt. Ltd.

2.5. “Tootle Policies” means the following:

2.5.1 the Privacy Notice;

2.5.2 the Review Guidelines and Policies;

2.5.3 the Tootle Driver / Delivery Partner Code of Conduct or the Tootle Consumers Code of Conduct, as may be applicable; and

2.5.4 all other forms, policies, notices, guidelines, frequently asked questions (FAQs), in-app or website product/service descriptions and information cards, or agreements provided to or entered into by you from time to time;

2.6 “Partner” means the independent third parties (who are not Tootle) who provide the relevant Solutions to Consumers through the Service, including (a) driver-partners, delivery-partners, (b) merchant-partners such as TootleFood and/or TootleMart Merchants, TootleVendors, and (c) any other relevant goods and services providers;

2.7 “Personal Data” is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name, nationality, telephone number, bank and credit card details, personal interests, email address, your image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information;

2.8 “Platform” means the Application, Software and any other platform, portal or website which Tootle owns, operates or otherwise makes available to Consumers and/or Partners for the purposes of or in connection with the Service and/or Solutions;

2.9 “Platform Content” means any content as made available on the Platform or any part thereof;

2.10 “Privacy Notice” means our Privacy Notice accessible at: https://www.tootle.com.np/privacy/ as amended from time to time;

2.11 “Rectification Measure” has the meaning ascribed to it in Clause 29.2 of Section A;

2.12 “Service” means the linking of Consumers to Partners or other Consumers to facilitate the Solutions;

2.13 “Software” means any software in connection with the Application, Service and/or Solutions which is made available by Tootle;

2.14 “Solutions” means the transportation, logistics, food and beverage, groceries and/or other products and services which are made available to Consumers through the following offerings:

2.14.1 TootleCab;

2.14.2 TootleCar;

2.14.3 TootleBike;

2.14.4 JustTootle;

2.14.5 Tootle Family;

2.14.6 Tootle Assist;

2.14.7 Tootle Food;

2.14.8 Tootle Mart;

2.14.9 Tootle Coach;

2.14.10 Tootle Express;

2.14.11 Zapp Delivery;

2.14.12 Zapp On Demand;

2.14.13 Zapp Multi Stop;

2.14.14 Tootle Delivery;

2.14.15 Tootle On Demand;

2.14.16 Tootle for Business;

2.14.17 Zapp for Business;

2.14.18 Tootle Home Services;

2.14.19 Any such other offerings which Tootle or Zapp may make available from time to time; and

2.15 “you” refers to the Partner and/or Consumer as may be applicable.

3. Representations, Warranties and Undertakings

3.1 By using the Service and/or Platform, you represent, warrant and undertake that:

3.1.1 You have legal capacity to enter into the Agreement and that you are at least eighteen (18) years old. You cannot enter into the Agreement if you are below eighteen (18) years old;

3.1.2 You will provide true, accurate, not misleading, current and complete information as required for the Service and undertake the responsibility to maintain and update your information in a timely manner to keep it true, accurate, not misleading, current and complete at all times during the term of the Agreement. You agree that Tootle may rely on your information as true, accurate, not misleading, current and complete. You acknowledge that if your information is untrue, inaccurate, misleading, not current or incomplete in any respect, Tootle has the right but not the obligation to terminate this Agreement and your use of the Service at any time with or without notice;

3.1.3 You will provide us with whatever proof of identity or any other documents, permits, licenses or approvals which we may reasonably request or require;

3.1.4 You will only use an access point or account which you are authorized by Tootle to use;

3.1.5 You acknowledge and agree that only one (1) account can be registered on one device, except as otherwise permitted by Tootle;

3.1.6 You will keep your account password or any identification we provide you which allows access to the Service secure and confidential;

3.1.7 You will not authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity;

3.1.8 You agree to notify us immediately of any unauthorized use of your account or any other breach of security;

3.1.9 When using the Service/Platform, you agree to comply with all laws applicable to you and/or your use of the Service/Platform;

3.1.10 You will only use the Platform and Service for their intended and lawful purposes;

3.1.11 You will not try to interrupt, impair or harm the Service and/or Platform in any way, and shall refrain from: (a) sending spam or otherwise duplicative or unsolicited messages; (b) sending, posting or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children, violative of any third party rights or otherwise in breach of the applicable laws and/or Tootle Policies such as the Review Guidelines and Guideline on inappropriate and sensitive online content; (c) sending material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (d) interfering with or disrupt the integrity or performance of the Platform or the data contained therein; (e) attempting to gain unauthorized access to the Platform or its related software, systems or networks; (f) impersonating any person or entity or otherwise misrepresent your affiliation with a person or entity; (g) engaging in any conduct that could possibly damage our reputation or amount to being disreputable; (h) circumventing the proper operation of the Platform and network which the Service operates on; and (i) using any manual or automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, to unduly burden or hinder the operation and/or performance of the Platform, or to circumvent the navigational structure or presentation of the Platform or its content;

3.1.12 You will not attempt to commercially exploit any part of the Platform without our permission. For the avoidance of doubt, you are not permitted to modify or make derivative works based on the Platform, its content or any part thereof in any way, or copy, reproduce, publicly display, distribute or otherwise use or communicate them for any public or commercial purpose save where specifically permitted in writing by Tootle. This includes without limitation, not to:

(a) create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Platform except for your personal, non-commercial use;

(b) copy any content displayed through the Platform or “mirror” the Platform or any parts thereof on any other server or wireless or internet-based device, including reproducing any third party product content and reviews, for republication in any format or media; or navigational structure or presentation of the Platform or its content elsewhere;

(d) disassemble, decompile, reverse engineer, decrypt or attempt to derive and code or extract software from, the Platform or any software or services made available on or through the Platform;

3.1.13 You will not utilize modified devices or applications with the intent of evading detections or facilitating any activities intended to defraud Tootle or to disrupt the natural functions of the Platform;

3.1.14 You will not use the Platform for sending or storing any unlawful material or for fraudulent purposes;

3.1.15 You will not use the Platform to cause nuisance or behave in an inappropriate or disrespectful manner towards Tootle or any third party;

3.1.16 You agree that the Service is provided on a reasonable effort basis;

3.1.17 You agree that your use of the Service will be subject to the Tootle Policies as may be amended from time to time;

3.1.18 You agree to assist Tootle with any internal or external investigations as may be required by Tootle in complying with any prevailing laws or regulations in place;

3.1.19 You provide us the phone numbers of Tootle users and other contacts in your mobile phone address book on a regular basis. You confirm that you are authorized to provide us with such numbers to enhance the Service/Platform for your use or such other purpose as we may communicate to you before or at the point of provision;

3.1.20 You are aware that when requesting Solutions by SMS or by using the Service or accessing the Platform, standard telecommunication charges will apply;

3.1.21 You agree that Tootle may, based on its sole discretion, consider an account to be dormant if there has been no transaction made by you on your user account for a period of six (6) months from the last date of transaction and deactivate or restrict access to your user account; and

3.1.22 You agree to assume full responsibility and liability for all loss or damage suffered by yourself, Tootle or any other party as a result of your breach of this Agreement.

3.2 If you are a Partner, you further represent, warrant and undertake that:

3.2.1.You possess all the appropriate licenses, approvals, permits, consents, authority and mandatory insurance policies related to or in connection with your provision of the Solution(s) in the jurisdiction in which you use the Service;

3.2.2 If applicable, you own, or have the legal right and authority to operate, and you have all appropriate licenses and approvals in respect of, any vehicle, equipment, premises or any other matter or thing which is involved or used in the course of your provision of the Solution(s);

3.2.3 If applicable, you have a valid policy/ies of liability insurance (in industry-standard coverage amounts) in connection with your provision of the Solution(s);

3.2.4 You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the Solution(s) provided by you;

3.2.5 You shall obey all local laws related to your provision of the Solution(s) and will be solely responsible for any violations of such local laws;

3.2.6 You shall not contact Consumers for purposes other than in connection with the Service;

3.2.7 You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any Consumers, including without limitation any user account not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Platform;

3.2.8 You are aware that when responding to Consumers, standard telecommunication charges may apply which shall be solely borne by you;

3.2.9 If you are required to and do sign up for an account on behalf of your employer, your employer shall be the owner of the account, and you represent and warrant that you have the authority to bind your employer to the Agreement;

3.2.10 You agree that you are forbidden from giving out coupons and suggesting any other form of discounts to the Consumers. You are strictly forbidden to use the Service and Platform for other purposes such as but not limited to data mining of Tootle’s information or information related to the Platform or the Service, unless an exception applies under applicable law. A breach thereof constitutes a grave offense and may be treated as industrial espionage or sabotage, and Tootle reserves the right to take such action as may be appropriate or permitted under the law against you, and/or any person, whether natural or artificial, directing or instructing you, in the event you use the Service/Platform other than for the purpose for which it is intended to be used; and

3.2.11 Without prejudice to any other provisions, information which you have submitted to us for your registration as a Partner on the Platform, which may include your personal data as described in the Privacy Notice, may be linked to the account on the Platform or otherwise be temporarily displayed in the course of the Services on the Platform. You hereby give your consent to such use of information for the purposes of the Solutions, and to facilitate your use of the Platform. Your use of the Platform or any part thereof may be monitored by us or a third party service provider to provide you with information on your business and account as well as better services. You further agree that any personal data you receive via the Platform or otherwise in connection with the Solutions shall only be used for the direct and specific purpose for which you are originally provided the personal data, and such personal data shall be deleted or anonymized once the personal data is no longer required to be retained for the said purpose. For the avoidance of doubt, when you are provided with personal data of a Consumer via the Platform for the purposes of obtaining prior confirmation to amend an order placed, you shall only use the personal data provided for that sole purpose and remove it as soon as you no longer need the data for that purpose.

3.3 If you are a Consumer, you further represent, warrant and undertake that :

3.3.1 Your use of the Service and Platform is, unless otherwise allowed by Tootle, for your own sole, personal use or, where permitted, for the use of another person who is at least twelve (12) years old (“Minor”), in which case you shall assume primary responsibility of the Minor;

3.3.2 If you are using the Service and Platform for the purpose of accessing a personal mobility device (PMD) made available to you, you warrant that you are of full age under the applicable laws to operate the PMD;

3.3.3 Where applicable, you agree to indicate the accurate number of passenger(s) when requesting for the Service.

3.3.4 You further acknowledge and agree that if the information on the number of passengers is untrue or inaccurate, the Partner is entitled to cancel your booking and you may be charged a Cancellation Fee, as per the Cancellation Policy on Tootle’s website;

3.3.5 You shall not contact the Partner for purposes other than the Service; and

3.3.6 You shall not intentionally or unintentionally cause or attempt to cause damage to the Partner or any property of the Partner.

4. Compatibility

Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Platform or part(s) thereof. While we continuously develop the Platform in order to, as far as possible, support all commonly used devices and models in markets and all browsers where the Platform is likely to be accessed from, we do not warrant compatibility of the Platform with specific mobile devices or other hardware.

5. License Grant and Restrictions

5.1 Tootle and its licensors, where applicable, grant you a revocable, non-exclusive, non- transferable, limited license to use and access the Platform to use the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Tootle and its licensors.

5.2 You shall not:

5.2.1 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; or

5.2.2 remove any copyright, trademark or other proprietary rights notices contained on the Platform.

6. Payments

6.1 Payment Terms for Partners (Driver-partners/Delivery-partners)

6.1.1 Tootle charges a fee for your use of the Service (“Service Fee”). The Service Fee may be up to 20% of the Consumer Charges unless otherwise communicated to and accepted by you before you commence provision of the Solution(s). The Service Fees are payable by you immediately and are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate your access to the Platform, our decision to terminate or suspend your access to the Platform, disruption caused to the Service whether planned, accidental or intentional, or any reason whatsoever.

6.1.2 YOU ACKNOWLEDGE AND CONFIRM THAT TOOTLE MAY ADMINISTER AND ACT AS YOUR COLLECTION AGENT TO PAY TO YOU THE TOTAL AMOUNT OF CONSUMER CHARGES DUE TO YOU IN RESPECT OF YOUR PROVISION OF THE SOLUTION.

6.1.3 Tootle retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the Consumer have breached any of the Terms in this Agreement. In such an event, you shall not hold Tootle liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

6.1.4 Tootle may, at its sole discretion, make promotional offers with different features and different rates on the Solutions to any of the Consumers whereby these promotional offers shall accordingly be honored by you. Tootle may change the Service Fee at any time at its sole discretion.

6.1.5 Driver’s Cash Balance: Tootle shall administer payments to you and from you by way of a wallet system (the “Driver’s Cash Balance“). Your earnings will be displayed in the Driver’s Cash Balance in the Application and may be withdrawn by you to your designated bank account, or where available, to your eSewa or Khalti, or to such other recipient accounts as are made available in the Application. Tootle reserves the right to make such deductions from the Driver’s Cash Balance as are provided for in these Terms of Service, as are authorized by you, or as are notified to you via the Application.

6.1.6 Driver’s Credit Balance: In addition to your Driver’s Cash Balance, you must also maintain a Driver’s Credit Balance. The Driver’s Credit Balance comprises a pre-payment to Tootle by you of commissions and other fees and charges applicable under these Terms of Service. You must at all times maintain a minimum credit balance (“Minimum Balance”) in your Driver’s Balance in order for you to use the Service. The amount of such Minimum Balance shall be prescribed by Tootle, and shall be notified to you via the Application. It may be changed at any time at Tootle’s sole discretion.

6.1.7 You may add funds (“Credits”) to your Driver’s Credit Balance to fulfill the Minimum Balance requirement. The maximum balance you may hold in the Driver’s Cash Balance at any time is Rs. 100,000. Balance may be added in any manner prescribed by Tootle from time to time (such as cash reload and eSewa or Khalti or transfer from your Driver Cash Balance).

6.1.8 Funds in the Driver’s Credit Balance are not redeemable for cash and cannot be refunded. They cannot be resold, exchanged or transferred for value under any circumstances. The funds shall not be regarded, construed, or used as valuable or exchangeable instruments under any circumstances. You will not receive interest or other earnings on your Credits. Tootle may receive interest on amounts that Tootle holds on your behalf. You agree to assign your rights to Tootle for any interest derived from your Credits.

6.2 Payment Terms for Consumers:

6.2.1 Consumers are required to make full payment of the Consumer Charges for all services offered in the Application by the method selected at the time of booking, which may be cash, or one of the automated payment methods available to you on the Application. Any payment pursuant to such selection is non-refundable and irrevocable.

6.2.2 Automated payment may be made by credit card and or debit card, by Tootle Balance, alternative e-Wallets or where available by such other methods as are made available in the Application. The terms of these non-cash payments made by you through the Application will be governed by the Tootle Terms of Service.

6.2.3 If the tipping feature is available, you may have the option to pre-set a default “tip” amount of your choosing when you register for the Service. This will automatically be included in the Consumer Charges after the Solution has been provided and given to the Partner unless you choose to change the amount or remove the tip.

7. Cancellation

7.1 Cancellation Terms for Partners:

7.1.1 Consumers rely on you for delivery or provision of the Solutions. You agree that high and/or frequent cancellation rates or ignoring the Consumers’ bookings will impair the Consumers’ experience and negatively impact the reputation and branding of Tootle and Zapp.

7.1.2 While you may cancel a booking, the cancellation shall be based on acceptable cancellation reasons as shown in the Application. Tootle reserves the right to amend the acceptable cancellation reasons from time to time. A cancellation that is not based on one of the acceptable reasons or ignoring a booking may be counted in determining if your access to the Service will be temporarily restricted.

7.2 Cancellation Terms for Consumers (Transportation Solutions):

7.2.1 Unless otherwise stated in any Tootle Policy, you may cancel your request for transportation services at any time before you commence your ride with the Partner that has been matched with you by the Service.

7.2.2 If you decide to cancel your ride booking or do not show up at the designated location, you may be charged a Cancellation Fee or such other Cancellation Fee as Tootle may notify from time to time via the Cancellation Policy on Tootle’s website.

7.2.3 If you feel you were incorrectly charged a Cancellation Fee, you may contact Tootle via Help Centre on Tootle’s website for assistance. Tootle reserves its absolute discretion to any refunds to you and such refunds may be credited to the payment card you used for the journey, or to your Tootle balance or by such other method as is deemed reasonable by Tootle.

8. TootleRewards Loyalty Programme and Promotions for Consumers

8.1 If indicated as such during your use of the Application, you will automatically be a member of the loyalty programme named “Tootle Rewards Loyalty Programme” operated by Tootle and/or its affiliate companies.

8.2 The terms of the Tootle Rewards Loyalty Programme will be governed by the Tootle Terms of Service.

8.3 From time to time, Tootle may run marketing and promotional campaigns which offer voucher codes, discounts, subscription plans or other promotional offers to be used on the Platforms (“Vouchers“). Vouchers are subject to validity periods, redemption periods, limits and/or other availability. Vouchers may not be valid when used in conjunction with other promotions, discounts or other vouchers. Additional terms and conditions may apply to Vouchers. Unless otherwise stated, Vouchers can only be used on our Platforms. Vouchers are non-transferable, non-exchangeable, non-refundable and cannot be exchanged for cash. Tootle may withdraw, amend and/or alter any applicable terms and conditions of the promotions or subscriptions at any time without prior notice. Tootle may also void, discontinue or disqualify you from any promotion or subscription plan without prior notice in the event that you breach any part of these Terms of Service.

9. Ratings; Complaints

9.1 Consumers and Partners may be allowed to rate each other in respect of Solutions provided.

9.2 Every rating will be automatically logged onto Tootle’s system and Tootle may analyze all ratings received. Tootle may take all appropriate actions including suspending your use of the Service without any notice or compensation to you.

9.3 Any complaints between Partners and Consumers must be taken up with each other directly.

9.4 Please contact our Help Center if you have any questions or comments in relation to the Platform.

10. Estimated Timings for Partners and Consumers

10.1 All delivery times, arrival times or pick-up times shown to you on the Platform (as may be applicable to the Solution or Service) are estimates only. Actual delivery, arrival or pick-up times may vary.

11. Repair and Cleaning Fees for Consumers

11.1 Where applicable, you shall be responsible for the cost of repairing any damage to or necessary cleaning of the Partner’s property as a result of your misuse of the Service or breach of the Terms of Service herein. Tootle may facilitate payment for reasonable cost of such repair or cleaning on behalf of the Partner via your designated payment method or demand from you in cash, in the event a request for repair or cleaning request by the Partner has been verified by Tootle.

12. Intellectual Property Ownership

12.1 Tootle and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and by extension, the Service as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the same. The Terms of Service do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Service and/or the Platform, or any intellectual property rights owned by Tootle and/or its licensors. Tootle’s name, Tootle’s logo, the Service, the Platform and any third parties’ logos and the product names associated with the Software and/or the Platform are trademarks of Tootle or third parties, and no right or license is granted to use them. For the avoidance of doubt, the term “Platform” shall include its respective components, processes and design in its entirety.

12.2 You may be able to submit your content or make your content publicly available via or otherwise in relation to certain feature(s) of the Platform. Save where otherwise specified in the Agreement, Tootle does not claim ownership of the content that you provide us with. Where you upload or provide us with any content that is covered by intellectual property rights, you (a) irrevocably grant Tootle a royalty-free, worldwide, perpetual, non-exclusive, unrestricted right and license to host, store, use, reproduce, modify, edit, adapt, translate, create derivative works of, publish, publicly perform or display, distribute, sublicense, or otherwise provide to others, your content (including without limitation name and/or likeness) in any and all media, formats, and channels (now in existence or hereinafter developed) for any purpose; and (b) undertake that you have the right to grant us such license and shall remain responsible for the content you provided. For the avoidance of doubt, you also grant to Tootle the right (though you acknowledge and agree that Tootle shall not be so obliged) to use your name and/or likeness in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. If you choose to give us feedback, such as suggestions to improve our services, we may act on your feedback without obligation to you. Should you wish to request removal of any of the content, you may contact Tootle’s Help Centre to submit such a request. Where the content you submitted is a review, the Review Guidelines shall additionally apply.

13. Taxes

13.1 You agree that this Agreement is subject to all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time. You shall comply with all applicable laws and take all steps required to enable, assist and/or defend Tootle to claim or verify any input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Service.

13.2 If you are a Partner, you are accountable for paying any tax and statutory contributions due in respect of sums payable to you under or in connection with this Agreement.

14. Confidentiality

14.1 You shall maintain in confidence all information and data relating to Tootle, its services, products, business affairs, marketing and promotion plans or other operations and its associated companies which are disclosed to you by or on behalf of Tootle (whether orally or in writing and whether before, on or after the date of this Agreement) or which are otherwise directly or indirectly acquired by you from Tootle, or any of its affiliate companies, or created in the course of this Agreement. You shall further ensure that you only use such confidential information in order to use the Service, and shall not without Tootle’s prior written consent, disclose such information to any third party nor use it for any other purpose.

14.2 The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:

14.2.1 was at the time of receipt already in your possession;

14.2.2 is, or becomes in the future, public knowledge through no fault or omission on your part;

14.2.3 was received from a third party having the right to disclose it; or

14.2.4 is required to be disclosed by law.

15. Data Privacy and Personal Data Protection Policy

15.1 Tootle collects and processes your Personal Data in accordance with its Privacy Notice. The Privacy Notice applies to all of Tootle’s Services and its terms are made a part of this Agreement by this reference.

15.2 Where applicable, you agree and consent to Tootle, its subsidiaries and any of its affiliate companies collecting, using, processing and disclosing Personal Data as further described in our Privacy Notice.

15.3 You acknowledge that Tootle may disclose Personal Data of other individuals to you in the course of your use of Tootle’s Services. You represent and warrant that you will only use such Personal Data for the purpose for which it was disclosed to you by Tootle, and not for any other unauthorized purposes.

16. Third Party Interactions

16.1 During use of the Service, you may enter into correspondence or transactions with third parties who display or offer their goods and/or service through the Platform. Any such communication or agreement is strictly between you and the applicable third party and Tootle and its licensors shall have no liability or obligation for any such communication or agreement. Neither Tootle nor any of its affiliate companies endorses any applications or sites on the Internet that are linked through the Platform, and in no event shall Tootle, its licensors or its affiliate companies be responsible for any content, products, services or other materials on or available from such sites or third parties. Certain third parties may require your agreement to additional or different terms of use and privacy policies prior to your use of or access to such goods or services, and Tootle is not a party to and disclaims any and all responsibility and/or liability arising from such agreements between you and the third parties. You acknowledge that such additional or different terms of use and privacy policies may apply to your use of such third party services. Tootle is not liable for any information that you provide to or authorize us to provide to a third party, or for such third party’s collection, use and disclosure of such information.

16.2 Tootle may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. If you do not wish to receive such advertising and marketing, please refer to our Privacy Notice for instructions to unsubscribe or update your privacy settings.

16.3 You agree and allow Tootle to compile and release information regarding you and your use of the Service on an anonymous basis as part of a consumer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party you interact with through the Service, Platform and/or advertising or marketing material supplied by third parties through the Service.

16.4 We may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties or otherwise display content or material provided by third parties (“Third Party Content“). Such Third Party Content are not under our control and we are not responsible or liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the content, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk. Please approach our Help Centre should you have any questions or concerns about any of the Third Party Content.

16.5 Intentionally Left Blank

16.6 Save for factual, truthful and not misleading references through a plain text link to https://www.tootle.com.np or URL(s) which Tootle may specifically provide you with, any linking to the Platform or any part thereof is strictly prohibited in the absence of prior approval by Tootle. Notwithstanding any other provisions, any website, software, platform or other device that links to the Platform or any part thereof is prohibited from (a) replicating any Platform Content, (b) using a browser or border environment around the Platform Content, (c) implying in any fashion that Tootle is endorsing it or its products or services, (d) misrepresenting any state of facts, including its relationship with Tootle, (e) presenting false information about products or services of Tootle, and (f) using any logo or mark of Tootle without prior written approval from Tootle.

17. Indemnification

17.1 By agreeing to the Terms of Service upon using the Service or accessing the Platform, you agree that you shall indemnify and hold Tootle, its licensors and each such party’s affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) arising out of or in connection with: (a) your use of the Service, the Platform and/or any part thereof in your dealings with the Partners or Consumers (as the case may be), third party merchants, providers, partners, advertisers and/or sponsors, or (b) your violation or breach of any of the Terms of Service, any third party terms and conditions or any applicable law or regulation, whether or not referenced herein, or (c) your violation of any rights of any third party, including Partners or Consumers arranged via the Service, or (d) your use or misuse of the Service, the Platform and/or any part thereof, or (e) where applicable, your ownership, use or operation of any property, including your provision of Solutions to Consumers via the Service.

18. Disclaimer of Warranties

18.1 Tootle makes no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service, Software, Application or Platform. Tootle does not represent or warrant that (a) the use of the Service, Software, Application or Platform will be secure, uninterrupted, free of errors or other harmful components, or operate in combination with any other hardware, software, system or data, (b) will meet your requirements or expectations, (c) any stored data will be accurate or reliable, or (d) the quality of any products, services, information or other materials purchased or obtained by you through the Platform will meet your requirements or expectations. The Service and the Platform as well as the related content are provided to you strictly on an “as is” basis. All conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded to the extent permissible by law.

18.2 Tootle makes no representation or warranty of any kind whatsoever, express or implied, in respect of Solutions provided by Partners or any Solutions procured through the use of the Service. You agree that you shall bear all risk arising out of your use of the Service and any Solution provided by Partners and shall have no recourse to Tootle in respect of the same.

18.3 Where applicable, Tootle’s role as collection agent is solely mechanical and administrative in nature and Tootle does not owe to you a duty of care or any fiduciary duties.

19. Internet Delays

THE SERVICE, PLATFORM, APPLICATION AND/OR THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THE DEVICE USED BY YOU OR THE PARTNER BEING FAULTY, NOT CONNECTED, OUT OF RANGE, SWITCHED OFF OR NOT FUNCTIONING. TOOTLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES OR LOSSES RESULTING FROM SUCH PROBLEMS.

20. Limitation of Liability

20.1 UNLESS OTHERWISE STATED, AND TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIMS AGAINST TOOTLE BY YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ALL AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN UTILIZING THE SERVICE DURING THE EVENT GIVING RISE TO SUCH CLAIMS. TOOTLE AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY OR CAUSED TO YOU OR TO ANY PERSON FOR WHOM YOU HAVE BOOKED THE SERVICE OR SOLUTION, INCLUDING BUT NOT LIMITED TO:

20.1.1 LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;

20.1.2 THE USE OR INABILITY TO USE THE SERVICE, THE PLATFORM, APPLICATION AND/OR THE SOFTWARE;

20.1.3 ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING; OR

20.1.4 AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY CONSUMER, PARTNER, MERCHANT, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE PLATFORM OR IS REFERRED TO BY THE SERVICE AND/OR THE PLATFORM,

EVEN IF TOOTLE AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 TOOTLE DOES NOT WARRANT OR REPRESENT THAT IT ASSESSES OR MONITORS THE SUITABILITY, LEGALITY, ABILITY, MOVEMENT OR LOCATION OF ANY CONSUMERS OR PARTNERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS AND YOU EXPRESSLY WAIVE AND RELEASE TOOTLE FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE CONSUMERS OR PARTNERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS.

20.3 TOOTLE WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND CONSUMERS OR PARTNERS INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. UNLESS YOU ARE A CORPORATE CONSUMER WITH A CURRENT CORPORATE ACCOUNT WITH TOOTLE, TOOTLE CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN YOU AND THE PARTNERS, INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES AND PRODUCTS OFFERED VIA THE SERVICE AND/OR THE PLATFORM (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH AND ON YOU. YOU EXPRESSLY WAIVE AND RELEASE TOOTLE FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE AND/OR THE PLATFORM, OR IN ANY WAY RELATED TO THE THIRD PARTIES INCLUDING MERCHANTS, ADVERTISERS AND/OR SPONSORS INTRODUCED TO YOU BY THE SERVICE AND/OR THE PLATFORM.

20.4 THE QUALITY OF THE SOLUTIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PARTNER WHO ULTIMATELY PROVIDES SUCH SOLUTION TO THE CONSUMER. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO SOLUTIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.

21. Notice

21.1 Tootle may give notice through the Platform, electronic mail to your email address in the records of Tootle, or by written communication sent by registered mail or pre-paid post to your address in the records of Tootle. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by registered mail or pre-paid post) or 1 hour after sending (if sent by email). You may give notice to Tootle (such notice shall be deemed given when received by Tootle) by letter sent by courier or registered mail to Tootle using the contact details as provided in the Platform.

22. Assignment

22.1 Unless otherwise stated herein, these Terms of Service as modified from time to time may not be assigned by you without the prior written approval of Tootle but may be assigned without your consent by Tootle. Any purported assignment by you in violation of this section shall be void.

23. Dispute Resolution

23.1 These Terms of Service shall be governed by Nepal law, without regard to the choice or conflicts of law provisions of any jurisdiction.

23.2 Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Service (“Disputes“) or the Service shall be referred to the laws of Nepal. If you and Tootle are unable to agree on an arbitrator, the Arbitrator shall be appointed by the courts of Nepal. The seat and venue of the arbitration shall be Kathmandu, in the English language and the fees of the Arbitrator shall be borne equally by you and Tootle, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law.

24. Relationship

24.1 Nothing contained in these Terms of Service shall be construed as creating any agency, partnership, or other form of joint enterprise with Tootle.

25. Severability

25.1 If any provision of the Terms of Service is held to be invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

26. No Waiver

26.1 The failure of Tootle to enforce any right or provision in the Terms of Service shall not constitute a waiver of such right or provision.

27. Entire Agreement

27.1 This Agreement comprises the entire agreement between you and Tootle in relation to the matters stated herein and supersedes any prior or contemporaneous negotiations or discussions, save where mutually agreed otherwise. For the avoidance of doubt, where you have entered into a separate written agreement with Tootle which incorporates a reference to these Terms of Service, these Terms of Service shall be applicable in addition to the said written agreement. In the event there are inconsistencies between these Terms of Service and the separate written agreement, you agree to work with Tootle in good faith to resolve the conflicts or inconsistencies. Certain services made available on the Platform may be subject to additional terms and conditions, which will be communicated to you.

28. Suspension and Termination; Modification of Platform Content

28.1 You agree that we may do any of the following, at any time, without notice:

(i) modify, suspend or terminate operation of or access to the Platform, or any portion of the Platform (including access to your account and/or the availability of any products or services), for any reason;

(ii) modify or change any applicable policies or terms; and

(iii) interrupt the operation of the Platform or any portion of the Platform (including access to your account and/or the availability of any products or services), as necessary to perform routine or non-routine maintenance, error correction, or other changes.

We shall not be required to compensate you for any modification, suspension or termination.

28.2 Without prejudice to any other provisions, we may vary, modify or remove Platform Content without notice (including without limitation information relating to the availability of a product or service, product or service descriptions, pricing, promotions, offers, product shipping charges and transit time). In the event any Platform Content contains any typographical errors, inaccuracies, omissions or otherwise violates Tootle Policies, we reserve the right to (but shall not be obliged to, save to the extent where mandated by applicable laws) carry out any such measures as Tootle deems appropriate (collectively, “Rectification Measure”) including without limitation (i) correcting the said errors, inaccuracies or omissions, (ii) changing or updating information; and/or (iii) where applicable, canceling the affected orders at any time without prior notice (including without limitation after an order has been submitted).

29. No Third Party Rights

29.1 Except for the parties who are indemnified pursuant to the indemnification provisions set out herein, this Agreement does not give rights to any third parties who are not party to this Agreement.

Section B – Additional Terms

1. Tootle Food/Tootle Mart/Tootle Mart Express

1.1 For Tootle Food/Tootle Mart Consumers:

1.1.1 The Platform allows you to place orders for goods and products (including but not limited to food and beverage) made available for sale on the Platform (“Goods“) from Partners who are merchants or other merchants which at your option when placing the order(s), may be delivered to you by Partners who are delivery-partners or may be made available for self pick-up (if such self pick-up option is available) from the respective merchants during the time period as specified in the Platform or otherwise communicated by Tootle. Tootle does not control any of these Partners or any Goods or services provided by them. You understand that any order that you place shall be subject to the product availability and location serviceability on the part of the Partners.

1.1.2 All Goods orders and delivery bookings placed on the Platform (“Goods Order”) are treated as confirmed. You shall not be entitled to cancel a Goods Order after it is confirmed (including any address changes initiated via the app chat or call function with the Partner). If you cancel a Goods Order after it has been confirmed, you remain liable to pay the applicable fees for the Goods Order in full regardless of whether it has been prepared or delivered by the relevant Partner. For the avoidance of doubt, where you have opted to self pick-up a Goods Order, you will be deemed to have canceled the Goods Order by not collecting it within the time period specified in the Platform or otherwise communicated by Tootle. Neither Tootle nor the Partners shall be responsible to retain the Goods Order for your collection after the said period has lapsed.

1.1.3 Upon your placement of a Goods Order, the relevant Partner(s) may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Tootle is not involved in and will not be responsible for any such separate arrangement between you and the Partner(s) where such arrangement is not confirmed and recorded on the Platform.

1.1.4 You remain liable to pay the order value in full where (i) cancellation is made by you after the Partner(s) has accepted the order or (ii) you are not present or do not show up at the designated delivery location or the designated self pick-up location or you are unreachable physically or uncontactable: (a) after 5 minutes from the time that the Partner arrives at the designated delivery location; or (b) within the time period as may be communicated by Tootle, for self pick-up collection.

1.1.5 Tootle and/or the Partner(s) may not process your Goods Order in the event of any of the following:

(a) you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable,

(b) if the requested delivery location falls outside the delivery zone offered in the Application,

(d) unavailability of items ordered.

1.1.6 The prices of Goods reflected in the Platform are determined solely by the Partner and are listed for information only.

1.1.7 Prices of Goods as reflected in the Platform may, for reasons such as technical issue, typographical error or outdated product information supplied by the Partner, be incorrectly reflected and in such an event the Partner may cancel your order(s). Tootle shall in no event be liable for any (direct or indirect) loss arising therefrom.

1.1.8 The Partner shall be solely responsible for any warranty in relation to, and quality of, the Goods sold to you.

1.1.9 You are responsible for ensuring that the details entered by you in respect of the Goods Order on the Platform are accurate and complete. Tootle shall not be liable (i) in the event of late delivery or non-delivery of Goods that you order by reason of erroneous delivery details entered by you on the Platform; or (ii) in the event of late or non-collection of the Goods you ordered for self pick-up by reason of erroneous collection details entered by you on the Platform. You acknowledge that in the ordinary course of delivering the Goods, the Partners may disclose your details to the recipient. Tootle Food and Tootle Mart are not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of the recipient and Tootle shall not be liable or responsible for any (direct or indirect) losses suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of Tootle Food and/or Tootle Mart.

1.1.10 If you or the intended recipient of the Goods are not at the designated delivery location, the Partner may leave your order unattended on or in front of the premises of the designated delivery location and the Goods shall be deemed to have been delivered. After the delivery of the Goods or collection of the Goods that you ordered for self pick-up, you shall solely be liable for all loss, damage, contamination, soiling or degradation of the Goods (including but not limited to containers and packaging) whether caused directly or indirectly by you or any person acting on your behalf or otherwise.

1.1.11 Persons placing an order for alcohol from any Partner must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing an order that includes alcohol, you confirm that you are at least eighteen (18) years old. The Partner will have the right to (A) request to be shown your identity document for age verification purposes; and to (B) refuse to deliver or provide any alcoholic product to any person who at the time of delivery or self pick-up (i) does not appear to be at least eighteen (18) years old or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or self pick-up collection and in such an event you agree that Tootle and the Partner(s) shall not be liable to make any refund to you for payment already made by you.

1.1.12 If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts at the booking checkout stage of the Goods Order. All promotion codes and discounts are subject to their specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted Goods item may be rounded and will be set out on the checkout page for your Goods Order. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any direct or indirect losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promotion codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discounts in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. As a result of arrangements or agreements between you and the Partner(s) pursuant to Clause 1.1.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, we reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied.

1.2 For TootleMart Now Consumers:

1.2.1 The Platform allows you to place orders for Goods which are sold by Tootle, which at your option when placing the order(s), may be delivered to you by Partners who are delivery-partners or may be made available for self pick-up (if such self pick-up option is available) during the time period as specified in the Platform or otherwise communicated by Tootle. Tootle does not control any of these Partners or any services provided by them. You understand that any order that you place shall be subject to the product availability and location serviceability on the part of the Partners.

1.2.2 All Goods Orders are treated as confirmed. You shall not be entitled to cancel a Goods Order after it is confirmed (including any address changes initiated via the app chat or call function with the Partner). If you cancel a Goods Order after it has been confirmed, you remain liable to pay the applicable fees for the Goods Order in full regardless of whether it has been prepared or delivered by the relevant Partner. For the avoidance of doubt, where you have opted to self pick-up a Goods Order, you will be deemed to have canceled the Goods Order by not collecting it within the time period specified in the Platform or otherwise communicated by Tootle. Neither Tootle nor the Partners shall be responsible to retain the Goods Order for your collection after the said period has lapsed.

1.2.3 Upon your placement of a Goods Order, Tootle and/or the relevant Partner may call you on the telephone or mobile number provided or otherwise contact you to confirm the details of the order, any change in the order (for instance, due to unavailability), the price to be paid or any change thereof and/or the estimated delivery time. For the avoidance of doubt, Tootle is not involved in and will not be responsible for any such separate arrangement between you and the Partner where such arrangement is not confirmed and recorded on the Platform.

1.2.4 You remain liable to pay the order value in full where (i) cancellation is made by you after Tootle and/or the Partner has accepted the order or (ii) you are not present or do not show up at the designated delivery location or the designated self pick-up location or you are unreachable physically or uncontactable: (a) after 5 minutes from the time that the Partner arrives at the designated delivery location; or (b) within the time period as may be communicated by Tootle, for self pick-up collection.

1.2.5 Tootle and/or the Partner(s) may not process your Goods Order in the event of any of the following:

(a) you are unavailable on the phone at the time of the call for confirming the order or otherwise uncontactable,

(b) if the requested delivery location falls outside the delivery zone offered in the Application,

(d) unavailability of items ordered.

1.2.6 The prices of Goods reflected in the Platform are determined solely by Tootle and are listed for information only.

1.2.7 Prices of Goods as reflected in the Platform may, for reasons such as technical issue, typographical error or outdated product information, be incorrectly reflected and in such an event Tootle may cancel your order(s). Tootle shall in no event be liable for any (direct or indirect) loss arising therefrom.

1.2.8 You are responsible for ensuring that the details entered by you in respect of the Goods Order on the Platform are accurate and complete. Tootle shall not be liable (i) in the event of late delivery or non-delivery of Goods that you order by reason of erroneous delivery details entered by you on the Platform; or (ii) in the event of late or non-collection of the Goods you ordered for self pick-up by reason of erroneous collection details entered by you on the Platform. You acknowledge that in the ordinary course of delivering the Goods, the Partner may disclose your details to the recipient. Tootle Mart Now is not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of the recipient and Tootle shall not be liable or responsible for any (direct or indirect) losses suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of Tootle Mart Express.

1.2.9 If you or the intended recipient of the Goods are not at the designated delivery location, the Partner may leave your order unattended on or in front of the premises of the designated delivery location and the Goods shall be deemed to have been delivered. After the delivery of the Goods or collection of the Goods that you ordered for self pick-up, you shall solely be liable for all loss, damage, contamination, soiling or degradation of the Goods (including but not limited to containers and packaging) whether caused directly or indirectly by you or any person acting on your behalf or otherwise.

1.2.10 Persons placing an order for alcohol must be at least eighteen (18) years old. Alcoholic beverages can only be sold and delivered to persons who are at least eighteen (18) years old. By placing an order that includes alcohol, you confirm that you are at least eighteen (18) years old. Tootle and/or the Partner will have the right to (A) request to be shown your identity document for age verification purposes; and to (B) refuse to deliver or provide any alcoholic product to any person who at the time of delivery or self pick-up (i) does not appear to be at least eighteen (18) years old or (ii) cannot prove that he/she is at least eighteen (18) years old or (iii) is, or appears to be, under the influence of either alcohol or drugs at the time of delivery or self pick-up collection and in such an event you agree that Tootle and the Partner shall not be liable to make any refund to you for payment already made by you.

1.2.11 If you wish to use or apply any promotion codes or discounts, you must enter the available promotion codes or discounts at the booking checkout stage of the Goods Order. All promotion codes and discounts are subject to their specific terms and conditions, are mutually exclusive and cannot be combined with other promotions, unless otherwise stated. The price payable for the discounted Goods item may be rounded and will be set out on the checkout page for your Goods Order. You agree that we are not obliged to accept late submission of promotion codes and discounts after the checkout process has been completed. We will not be liable for any direct or indirect losses, damages, costs and expenses suffered or incurred as a result of the theft or illegal or fraudulent usage of any promotion codes and discounts. We may take any action against you if you have been found to be using any promotion codes and discounts in an illegal or fraudulent manner, including without limitation, suspending or terminating your user account. As a result of arrangements or agreements between you and the Partner(s) pursuant to Clause 1.2.3 above, you may no longer be eligible for the promotion code(s) or discount(s) for the order placed. In such circumstances, we reserve the right to remove the application of the promotion(s) or discount(s) from the order(s) placed or otherwise carry out the necessary action to correct the promotion(s) or discount(s) which has been incorrectly applied.

1.3 For Tootle Food/Tootle Mart/Tootle Mart Express (Delivery-Partners):

1.3.1 Unless otherwise agreed, you shall not accept any delivery item having size, dimensions or weight in excess of the below:

38cm x 27cm x 30cm
8 kg

1.3.2 You agree that in the event either the address provided by the Consumer is incorrect or the Consumer is unable, refuses, is not the intended recipient of the Goods and/or is uncontactable after at least three attempts of calling them on the number provided and after waiting for at least five minutes, you shall have the right to leave the Goods at the premises and send a picture or message to the Consumer via the Platform confirming that the Goods have been delivered at the premises.

1.3.3 You undertake to be cautious in dealing with the Goods and to use best endeavors to ensure that the Goods are delivered safely, and in accordance with the instructions given to you by the relevant merchant.

2. Tootle Express

2.1 For Tootle Express Partners:

2.1.1 Except as otherwise permitted by Tootle, you shall not accept any delivery item having size, dimensions or weight in excess of the below:

For TootleExpress Bike

Not more than 32cm x 25cm x 12cm in size
Not more than 8 kg in weight

For Tootle Express Large

Not more that 160cmm x 120cm x 100cm in size
Not more than 50 kg in weight

2.1.2 You shall not accept any delivery item containing or which you believe may contain any of the below items:

Fragile items (including flowers, cakes) that do not have proper and protective packaging OR require special handling
Raw meat, raw seafood, frozen food and/or dairy products
Hazardous, explosive, flammable and unsafe items (including power banks)
Valuable items and documents (e.g. cash, passport, or other official identification documents)
Credit or debit cards
Illegal items and substances (e.g. illegal drugs, pornographic magazines and imitation weapons)
Tobacco products
Live animals and plants
Any unpacked / loose items that can easily be damaged in transit
Counterfeit goods
Bullion, currency in any denomination, tax stamps / stickers, bearer forms or negotiable instruments, precious metals / stones
Any items that cannot be reproduced (e.g. photos, film)
Any item(s) of an aggregate value exceeding RS. 5,000 (Nepali Rupees)
Letters weighing 500g and below

2.2 For Tootle Express Consumers:

2.2.1 You shall not send any delivery item containing any of the following:

Fragile items (including flowers, cakes) that do not have proper and protective packaging OR require special handling
Raw meat, raw seafood, frozen food and/or dairy products
Hazardous, explosive, flammable and unsafe items (including power banks)
Valuable items and documents (e.g. cash, passport, or other official identification documents)
Credit or debit cards
Illegal items and substances (e.g. illegal drugs, pornographic magazines and imitation weapons)
Tobacco products
Live animals and plants
Any unpacked / loose items that can easily be damaged in transit
Counterfeit goods
Bullion, currency in any denomination, tax stamps / stickers, bearer forms or negotiable instruments, precious metals / stones
Any items that cannot be reproduced (e.g. photos, film)
Any item(s) of an aggregate value exceeding RS. 5,000 (Nepali Rupees)
Letters weighing 500g and below

2.2.2 Where applicable, you represent and warrant that you are either the owner or authorized representative of the owner of the delivery item, and that you are authorized to accept and you accept these Terms of Service for yourself or as a representative acting for and on behalf of the owner of the delivery item.

2.2.3 You are responsible for ensuring that the delivery details (e.g. recipient’s name, contact details and delivery address) entered by you on the Application are accurate and complete. Tootle shall not be liable in the event of late delivery or non-delivery of delivery items by reason of erroneous delivery details entered by you on the Application. For the avoidance of doubt, address changes via the in app chat or call function with the Partner shall not be accepted as a proof of address change.

2.2.4 You represent and warrant that you are duly authorized by the recipient of the delivery item to provide the recipient’s details (e.g. name, contact details and delivery address) to Tootle and the Partner (whether by way of your entering such details on the Application or otherwise).

2.2.5 You represent and warrant that the description and specific details of the delivery item which you provide are accurate and complete. Before delivery commences, you must inform the Partner of any specific precautions which should be applied to the handling of the delivery item in accordance with its nature.

2.2.6 Where applicable, you represent and warrant that you comply with all applicable laws and regulations relating to the nature, condition, packaging, handling, storage, and transportation of the delivery item and the delivery item is not or does not, in any way or condition: (a) non-compliant with or prohibited by any applicable laws or regulations; (b) dangerous; (c) easily experience degradation of quality; (d) flammable; (e) contain explosives; (f) corrosive; (g) contain radioactive substances; (h) prohibited based on the provisions stipulated in the ASEAN Framework Agreement On The Facilitation Of Goods In Transit (including Protocol 9); and/or (i) regulated by other relevant authorities.

2.2.7 Tootle and/or the Partner has the right to open and inspect the delivery item without prior notice to you based on any reasonable suspicion that the delivery item may contain or constitute non-compliant or prohibited items as referred to in the above mentioned provisions herein and Tootle and/or the Partner has the right to refuse the receipt and delivery of such delivery item.

2.2.8 Where applicable, you represent and warrant that the delivery item has been packed by yourself personally, is properly and sufficiently prepared, packed, stowed, labeled and marked in a manner that is appropriate to any operations or transactions affecting the delivery item and the characteristics of the delivery item.

2.2.9 After the delivery item is delivered, you shall solely be liable for demurrage or loss, damage, contamination, soiling or detention relating to the delivery item whether or not caused directly or indirectly by you or any recipient of the delivery item (or any person acting as servant, representative or independent contractor for or on behalf of you or the recipient).

2.2.10 You acknowledge that in the ordinary course of delivering the item, the Partner may disclose your details to the recipient. Tootle Express is not provided as an anonymous service. Therefore, you are solely responsible in determining your choice of recipient and Tootle shall not be liable or be responsible for any losses (direct or indirect) suffered by or caused to you or arising out of or in connection with or by reason of your expectation of anonymity through the use of Tootle Express.

2.2.11 As a general rule you shall not be entitled to cancel your booking once you have received confirmation of the same. If you cancel your booking after it has been confirmed, you remain liable to pay the delivery booking fee in full. You remain liable to pay the delivery booking fee in full where the recipient whom you indicated in the Application is unreachable physically or uncontactable after 5 minutes from the time that the Partner arrives at the designated delivery location. Tootle and the Partner will have the right to not proceed with your booking in the following circumstances:

(a) where the requested delivery location falls outside the delivery zone offered on the Application;

(b) failure to contact you by phone or other means at the time of confirming the order booking;

(c) failure to deliver your order due to lack of information, direction or authorisation from you at the time of delivery; or

(d) the recipient whom you indicated in the Application is unreachable physically or uncontactable, after 5 minutes from the time that the Partner arrives at the designated delivery location.

2.2.12 Partners have the right to refuse delivery if the delivery item falls within the categories listed at Clause 2.2.1 above.

3. For Tootle and Zapp Merchants or Vendors (“Merchants” or “Vendors)

As a Merchant, in addition to provisions applicable to Partners in general and other terms or contracts which you have entered into with Tootle, you are subject to the additional terms below.

3.1.1 Creation and Monitoring of Self-funded Marketing Activities

You may be able to create a campaign, participate in promotion or place an order for advertisement(s) on the Platform PROVIDED ALWAYS THAT you agree to bear any and all costs or expenses which may arise in connection with the campaign, promotion and/or advertisement (“Marketing Activity(ies)”). In creating or otherwise indicating consent to participate in a Marketing Activity, you may be required to indicate information such as the type of Marketing Activity, budget for the Marketing Activity and/or the proposed duration for the Marketing Activity. The types of Marketing Activities which you may choose from the Application may be varied from time to time at Tootle’s sole discretion, and where provided, suggested or offered, you agree and acknowledge that they are made available on an ‘as-is’ basis.

By creating or participating in any Marketing Activities, you accept the following additional general conditions:

(a) Any information submitted through your account to us (whether via our Application or otherwise), including without limitation the submission of your consent to participate in a Marketing Activity and acceptance of the applicable terms, shall be deemed to have been submitted by you, regardless of whether they are submitted on your behalf by your employee or other individuals. You are solely responsible to ensure that only authorized individuals have access to your account.

(b) Any information you input into the Platform where required or otherwise provided to us must be complete, truthful, accurate and not misleading.

(c) Your intention to create or otherwise indicate consent to participate in a Marketing Activity must be genuine and must not be conducted in a manner which may be misleading to the Consumers. You shall indemnify us in the event where we incur any losses or damages arising from or in connection with the Marketing Activity.

(d) Depending on the type of Marketing Activity elected by you, the way in which we may facilitate the Marketing Activity may differ. You agree that it is your responsibility to review any and all information made available by us to understand how each type of Marketing Activity will be facilitated. If you have any enquiries, you agree that you are responsible to clarify the same with our personnel before creating or otherwise indicating consent to participate in a Marketing Activity. By creating or otherwise indicating consent to participate in a Marketing Activity, you irrevocably agree to the way in which the Marketing Activity will be facilitated.

(e) You shall be responsible to directly handle any complaints or enquiries from Consumers in respect of the Marketing Activity.

(f) In the event where you would like to end, pause or otherwise vary a Marketing Activity (for example, where the discounted item under the Marketing Activity has become out of stock prior to expiry of the said duration, where you would like to cancel the Marketing Activity or vary the budget indicated for the Marketing Activity), you must immediately indicate the same via our Application or otherwise in accordance with the process as may be specified by us. Prior to the completion of the said process, you remain liable to bear any and all costs or expenses incurred in connection with the Marketing Activity and remain responsible to handle any enquiries or complaints from Consumers in respect of or in connection with the Marketing Activity.

(g) Notwithstanding any provision otherwise and in any event, your creation or indication of consent to participate in a Marketing Activity does not indicate our approval that the Marketing Activity is in accordance with the applicable law. You agree that you are solely and entirely responsible for maintaining the confidentiality of the information submitted to us and to ensure that the Marketing Activity is, and will be conducted, in accordance with the applicable law.

(h) While we do not supervise or monitor the Marketing Activity, we reserve the rights to (but are not obliged to) cancel, take down, suspend or otherwise vary the Marketing Activity as we deem fit, without being liable for any damage or loss whatsoever, including any refund of the fee or cost which you have paid for the purposes of the Marketing Activity.

(i) We may make available to you information relating to the Marketing Activity, and such information is considered as part of the Platform Content and is subject to Clause 29.2 of Section A.

(j) You agree to pay to Tootle any and all costs and expenses in connection with the Marketing Activity. Notwithstanding any other provisions, you authorize Tootle and its affiliates to directly deduct any amount payable by you to Tootle or its affiliates, including without limitation the said costs and expenses in connection with the Marketing Activity (“Amount Payable”), from any amount receivable by you as a Partner (including without limitation your balance in the merchant wallet on the Platform) (“Amount Receivable”) prior to crediting the Amount Receivable to the bank account(s) which you have instructed Tootle or its affiliates to transfer the Amount Receivable to. We reserve the right to change the payment method or otherwise set off the Amount Payable against your Amount Receivable by providing reasonable notification to you, or to issue an invoice for the Amount Payable where we deem appropriate.

(k) You must notify us immediately if your account has been used without your authorization to create or otherwise indicate consent to participate in a Marketing Activity or where any other breach of security has occurred. In such an event, you agree to indemnify us for any losses or damages that we incur as a result of the unauthorized use (including but not limited to bearing the costs or expenses which have been incurred due to the Marketing Activity created or launched using your account). For the avoidance of doubt, we will not be liable for any losses that you incur as a result of someone else using your account.

(l) You agree that any amount payable to you by Consumers for each Goods Order placed pursuant to the Marketing Activity may be rounded in accordance with our internal policies which we may update from time to time.

3.1.2 Submission and Variation of Content

We do not claim ownership of any content or information that you upload on the Platform or otherwise supply us with. Where you upload or provide us with any content that is covered by intellectual property rights (including without limitation photos or videos), you (a) grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide, perpetual license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content; and (b) undertake that you have the right to grant us such license.

We may enable you to vary or amend the content or information submitted by you to us (including without limitation information relating to the menu) or certain content submitted by Consumer(s) in order to facilitate the Solution including without limitation detail(s) of an order placed by a Consumer. You acknowledge that any such content or information may be made available in real time to end consumers via the Platform or otherwise, and undertake that you will (and shall be responsible) to handle any complaints or queries by the Consumer(s) in respect of the said content or information without incurring liability on our part. We may, but are not obliged to, review the content or information submitted or amended by you (via the Platform or otherwise) from time to time, and reserve the rights to remove or require amendments to any part of the content or information submitted by you where we deem necessary. For the avoidance of doubt, you shall at all times, ensure that the content or information submitted are not in contravention with the applicable laws and do not infringe any third party rights. In the event where you amend any content submitted by Consumer(s) such as an order placed by a Consumer, you further agree that by amending such content, (1) you have obtained the prior consent or acceptance from the affected Consumer; and (2) Tootle is not involved in and will not be responsible for the amendments made by you, though Tootle reserves the right to (but is not obliged to) carry out Rectification Measure(s) to correct the amendment(s) made or otherwise resolve dispute or complaint arising from or in connection with the amendment(s) made.

3.1.3 Merchant Access to Tootle Platforms

Where you are a Merchant, Tootle may allow you to access, view, retrieve, disclose, manage and/or otherwise use (“Use”) information relating to the Service, Solutions and/or other confidential details of your business or relationship with Tootle (“Business Information”) via a user account(s) on the Platform(s) (“Account(s)”) as well as to enable other person(s), be it a natural or legal person, authorized by you, your personnel via email correspondence or otherwise confirmed in accordance with the provisions of the separate agreement that you have entered into with Tootle (“Merchant Authorized User(s)”), to Use the same via separate Account(s). In such an event, you agree that:

(a) You shall ensure that yourself and each Merchant Authorized User accept and comply with any and all terms, guidelines and policies that are applicable to access or use of the Account(s) and the relevant Platform(s), which may be updated from time to time. This includes without limitation the provisions made available herein, which the Merchant Authorized Users shall comply with as if they are ‘you’.

(b) You are solely responsible to ensure that each Merchant Authorized User has the necessary rights to Use the Business Information; and shall provide Tootle with a written notice at least thirty (30) days prior to the termination or expiry of your relationship with the Merchant Authorized User(s); or where any Use by the Merchant Authorized User(s) shall be terminated or suspended for any reason(s). Without prejudice to any other provisions, you acknowledge that pursuant to operational or technical limitations, Tootle and/or its affiliate(s) may not be able to terminate or suspend the Merchant Authorized User’s Use in time, in which case, you shall prohibit the Merchant Authorized User(s) from continuing to Use the Account, Business Information, Platform or any part thereof by other means; and Tootle and its affiliate(s) shall never be held liable in any manner for the same.

(c) All information that Tootle and its affiliate(s) makes available, including without limitation the Business Information, are on an “as is” basis and Tootle and its affiliate(s) do not give any warranties or representations (express or implied, and whether on their own behalf or that of their respective directors, officers, employees, agents or advisers) with regard to the accuracy, quality, timeliness, reliability or completeness of the same. You are responsible to make your own evaluation of the information.

(d) You are solely responsible for each Merchant Authorized User’s Account(s) as well as their respective Use of the Business Information, Account(s) and the Platform(s); and Tootle and its affiliates shall not be liable for any losses that you incur as a result of the same.

(e) Tootle reserves the right, but is not obliged, to require you to provide information on your relationship with each Merchant Authorized User; and to, at its sole absolute discretion, impose additional conditions for the Use or the Platform(s), such as a requirement that an additional fee be paid for the Use, Platform(s) or any part thereof; or terminate or suspend any Merchant Authorized User’s access to the Account(s) and/or Platform(s).

(f) You acknowledge that Tootle tracks all activities on the Platform (including without limitation the number of orders, transactions, searches using a particular keyword, and other activities that occur and recorded on the Platform), and you agree that Tootle have the right to use the same for maintenance and improvement purposes as well as its business purposes in a manner that is compliant with the applicable laws.

4. For Tootle Hitch Partners

4.1 You agree to aggregate the payment for the carriage in the event there is more than one Consumer and ensure that such payment in total shall not exceed the cost and expenses incurred for such carriage of all the Consumers.

4.2 You agree not to display in or on your vehicle any reference to the fares for the carriage.

4.3 You agree that you shall not, in any circumstances, solicit for any Consumer on a road or at a parking place or a public stand.

5. For Tootle Ads Consumers

5.1 This section applies to your use and access of the Tootle Ads Platform at www.tootletoday.com and the services, information and functions available there (“Tootle Ads”).

5.2 Availability: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, Tootle Ads and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing Tootle Ads.

5.3 Right, but not obligation, to monitor content: We reserve the right, but shall not be obliged to:

5.3.1 monitor, screen or otherwise control any activity, content or material on Tootle Ads. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action we deem appropriate;

5.3.2 prevent or restrict access of to Tootle Ads;

5.3.3 report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

5.3.4 request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this clause if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

5.4 Restrictions: You may not use or access Tootle Ads if you have been permanently or temporarily suspended from using the Service.

5.5 Product description: While we endeavor to provide or procure accurate description of products made available on Tootle Ads (“Products”), we do not warrant that such description is accurate and updated.

5.6 Username/Password: Access to Tootle Ads may require creation of an account with us or for you to provide Personal Data (as defined in our Privacy Notice). If you request to create an account with us, a username or account may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with your use and access of Tootle Ads. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the username and/or password without giving any reason or prior notice and shall not be liable or responsible for any losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of the username and/or password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the username and/or password has been compromised or if there has been any unauthorized use of the username and/or password.

5.7 Purported use/access: You agree and acknowledge that any access or use of Tootle Ads and any information, data or communications referable to your username and password shall be deemed to be, as the case may be:
(a) access to Tootle Ads by you; or (b) information, data or communications posted, transmitted and validly issued by you. You agree to be bound by any access of Tootle Ads (whether such access and/or use are authorized by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you.

5.8 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

5.9 Advertising: We may attach banners, java applets and/or such other materials in Tootle Ads for the purposes of advertising our or third parties’ products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.

6. Tootle for Business

6.1 Provision of Services

6.1.1 Access to Services:

This section applies to you if you are a corporate Consumer (“Corporate User”) and sets out the terms under which you may utilize the Tootle for Business Portal (“Portal”) in conjunction with the Solutions accessed by you or your authorized Consumers (“Authorized User”) through the Application or the Platform. Your and your Authorized Users’ use of the Application and Solutions are subject to the applicable terms in these Terms of Service. The Terms of Service and this section apply to you upon your completion of the account sign-up page on https://www.tootle.com.np, and constitute a binding agreement between you and Tootle. In the event of any conflict in the terms under this section and the rest of these Terms of Service, the terms in this section shall prevail to the extent that such inconsistency relates to Tootle for Business.

6.1.2 After verification and acceptance by Tootle, Tootle will establish a Corporate User Account for you in accordance to your preferred mode of payment of charges incurred by Authorized Users for the Solutions, be it (i) Corporate Billing (as defined below), (ii) reimbursement, or (iii) corporate credit card billing. Using your Corporate User Account, you may permit Authorized Users with an Active Account (as defined below) to pay for Solutions using Corporate Billing (as defined below). You acknowledge that Authorized Users employing Corporate Billing will be incurring User Charges to your Corporate User Account and not to the Authorized User’s personal account or credit card. You agree to pay all User Charges incurred under Corporate Billing, as well as any applicable fees incurred by Authorized Users in using the Solutions, in accordance with the terms and conditions herein. “Corporate Billing” means the enterprise billing and payment process for the Service provided by Tootle or its Affiliates to you hereunder for User Charges, whereby you make payment at the agreed date via your designated payment method under the Tootle Balance Terms of Service, subject to a monthly statement made available by Tootle to you on a monthly basis.

6.2 Active Account Required

6.2.2 You acknowledge and agree that before an Authorized User is authorized, and before the Authorized User can access the Tootle for Business’s functionalities relating to the Service pursuant to this Agreement (“Proposed User”), such Proposed User must (i) download and install the Application on a compatible mobile device, (ii) register for and maintain an active personal user account (“Active Account“) until the Corporate User Account is terminated. The Proposed User’s registration requires the entry of personal data and may require a personal credit card number or any other payment method authorized by Tootle. The Proposed User must also confirm the mobile number provided during the registration process. Tootle’s use of any personal data and credit card or other authorized payment method information to establish an Active Account shall be as set forth in the Privacy Notice.

6.2.3 You acknowledge that certain Proposed or Authorized Users may be suspended or banned from use of the Service due to future or past violations of the Terms of Service, and that Tootle shall have no obligation or liability related to a Proposed or Authorized User that is unable to obtain or maintain an Active Account for the purposes of Corporate Billing due to such violations.

6.3 User Account Linking

6.3.2 To enable Tootle for Business features for a Proposed User with an Active Account, you shall provide Tootle with (i) such Active Account holder’s full name, (ii) the Active Account holder’s company email address on the top level domain of Corporate User (e.g., name@companydomain.com), and (iii) other identifying information about the Active Account holder as reasonably requested by Tootle (“Linking Data”). Tootle will use the Linking Data provided for the purpose of authenticating the identified Active Account holder and linking such Active Account with the Tootle for Business account to establish the Active Account holder as an Authorized User, and verifying the status of such Authorized User from time to time during the term of this Agreement. All Proposed Users invited to enable Tootle for Business features will receive an email to the email address in the Linking Data with instructions for linking their individual Active Account with the Corporate User Account. Upon the linking of the Corporate User Account to an Active Account and where Corporate Billing applies, such Proposed User shall be provided the option, on a ride by ride basis, to apply User Charges to your Corporate User Account via the Corporate Billing option.

6.3.3 You acknowledge that the verification and linking described above will require Tootle to contact each such Proposed User using the Linking Data, and by providing Linking Data, you confirm that you have obtained all necessary consents from each Proposed User for Tootle to contact such Proposed User for the purpose of implementing the Tootle for Business account in the applicable Active Account. You shall ensure that Linking Data provided to Tootle is accurate and complete, and Tootle shall not be liable to you, an Authorized User, a Proposed User or any other party with respect to inaccurate or incomplete Linking Data supplied by you.

6.3.4 You agree to (i) notify each Proposed User that by linking Proposed User’s personal Active Account with your Corporate User Account for Tootle for Business that Tootle will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (ii) obtain any necessary consent from each Authorized User for Tootle to share detailed trip/booking information with you.

6.3.5 An Authorized User’s personal account may be unlinked from your account and the Corporate Billing option at any time by you unlinking the Authorized User through the Portal.

6.4 Responsibility for User Account Activity

You agree that (a) you are responsible for all User Charges incurred by Authorized Users on a then-current Authorized User list regardless of whether such User Charge was authorized between Authorized User and you and (b) User Charges may be subject to price changes at any time, including, without limitation, occasional increases during surge periods and other amounts as further described in the Terms of Service. Further, you agree that Tootle shall not be responsible for User Charges incurred by an Authorized User after you have attempted removal of such Authorized User from the Corporate Billing option to the extent you provide incomplete or inaccurate Authorized User removal information via the Portal. Finally, as between you and Tootle, you shall be responsible for the User Charges incurred due to fraudulent or other prohibited activity on the part of Authorized User’s use of Corporate Billing for the Service. You shall notify Tootle promptly upon discovery of fraudulent or prohibited activity occurring under your account.

6.5 Restrictions

You agree to, and to cause all Authorized Users to, use the Service and Application solely as set forth in these Terms of Service. Tootle reserves the right to suspend participation in Corporate Billing to you and/or any Authorized Users for violations of these Terms of Service. In the event that an Authorized User’s Active Account is suspended or terminated pursuant to these Terms of Service, such Authorized User’s access to Corporate Billing shall also be suspended. Corporate User shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Service or Application, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Service or Application to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated through the Application for any usage of the Service or (d) impose any additional fees or charges on an Authorized User related to use of the Service. Tootle reserves all rights not expressly granted to you or Authorized Users under these Terms of Service.

6.6 Account Administration

6.6.2 Tootle for Business Portal

You will be provided with access to the Portal. Tootle’s primary contact with you shall be by way of your appointed administrator set forth on the account creation form associated with this Agreement (“Company Admin”). The Portal may enable you to (a) view a current list of all Proposed Users who have been invited, and Authorized Users who have been linked, (b) provide additional Linking Data to invite additional Proposed Users, (c) revoke any Authorized User’s access to Corporate Billing (d) view relevant trip/booking information as determined by Tootle from time to time (“Portal Data“) and prepare and review activity reports using Portal Data, (e) disable all current Tootle Users from using Corporate Billing methods, (f) manage and update the Tootle Users on file, (g) view current, appoint new, and remove Company Admins . You agree to use Portal Data solely for legitimate business purposes including, but not limited to, business expense processing, accounting, and budgeting purposes. Tootle reserves the right to add, remove and update features and functionality of the Tootle for Business Portal at any time without any notice to you.

6.6.3 Administration

You may appoint additional Company Admins at your discretion, and Tootle will provide the necessary Portal login credentials to you. You agree to (a) maintain all Portal login credentials in confidence, (b) only permit the lead Company Admin and your other authorized company administrators to access the Portal, and (c) update all information of the lead Company Admin and other authorized administrators to ensure that it is current, accurate, and complete. You shall limit access to Portal Data to only those personnel who have a legitimate business need to access such Portal Data. You shall be responsible for all activities that occur under your Portal login credentials including keeping and maintaining an accurate list of current Authorized Users entitled to access Corporate Billing methods via the Portal. Tootle may review the current list of Authorized Users from time to time via the Portal to maintain and support the Application and Service and ensure compliance with the Terms of Service.

6.7 Fees and Payments

6.7.1 Fees

In consideration of the provision of the Solution and Platform provided by Tootle, including Corporate Billing, Tootle may charge a service or portal fee, including fees for additional services on the GFB Portal (the “Fees”) as determined by Tootle from time to time, and agreed to by you, in writing (including electronic mail). You shall pay to Tootle all User Charges and the Fees on the terms set forth below.

6.7.2 Payment Terms

Subject to terms and conditions determined by Tootle in its sole discretion, you will be able to access monthly reports (each, a “Monthly Report“) for User Charges incurred by Authorized Users utilizing Corporate Billing during the preceding month (“Monthly Billing“). If you qualify for and elect to participate in Monthly Billing through the Portal, User Charges and Fees shall be billed to you monthly as set forth in the Monthly Report, and each such Monthly Report shall be payable in full by you within thirty (30) days from the date of such Monthly Report.

If you have not enabled Corporate Billing and instead you have opted for a reimbursement or corporate credit card method of payment, Tootle shall charge the Authorized User for User Charges at the end of each Authorized User’s trip/booking on a per trip/booking charge basis via the payment methods selected by the Authorized User.

Fees

All Fees shall be exclusive of Value Added Tax (VAT). VAT includes Goods and Services Tax (GST) and/or similar sales taxes. If VAT is chargeable on any Fees, you shall pay the VAT amount to Tootle when making payment of the Fees. Fees paid shall be paid free of any deduction for withholding tax (if applicable).

User Charges

Unless otherwise indicated on an Authorized User receipt, all payments made pursuant to these Terms of Service are exclusive of applicable taxes, and you agree to be responsible for the payment of any such taxes assessed on User Charges, including VAT. You agree to provide information that Tootle may reasonably request in order for Tootle to be able to comply with its tax reporting obligations including, but not limited to, your registered company name, billing address, tax number (where applicable) and any other evidence that Tootle may require to show that you are a business conducting an economic activity. If you are participating in Monthly Billing, the Monthly Report will indicate Fees in the currency applicable to the place of incorporation only. If you are not participating in Monthly Billing, all payments shall be processed in the local currency applicable to the geography of the Authorized User’s applicable ride. All payments are non-refundable unless otherwise stated.

For the purpose of clarity, all payments shall be made by you to the Tootle entity that is stated in the Tootle for Business account sign-up page on https://www.tootle.com.np (or if there is no such entity stated, Zapp Services Pvt. Ltd.).

6.7.3 Nonpayment

Tootle reserves the right to immediately suspend your account and suspend any or all Corporate Billing by all Authorized Users in the event of any unpaid User Charges and/or Fees by you due to past due Monthly Reports (as applicable), an invalid credit on your Corporate User Account, or a rejected transaction. Tootle further reserves the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable credit reporting agencies, in the event of any unpaid User Charges and/or Fees hereunder. Re-establishing your account after full payment of late User Charges and/or Fees shall be at Tootle’s sole discretion. All late payments shall bear interest at 2% per month or the maximum allowed by applicable law.

6.8 Term and Termination

6.8.1 These terms shall apply from the date of your Corporate User Account creation and shall remain in effect until it is terminated.

6.8.2 Either you or Tootle may terminate this Agreement with or without cause upon 30 days’ advance written notice to the other party. All outstanding payment obligations and Clauses 6.7 to 6.13 of this section shall survive such termination.

6.9 Warranties and Disclaimer of Liability

6.9.1 You represent and warrant that (a) you have the full right, power and authority to enter into this Agreement, and that (b) your acceptance of these Terms of Service and performance of your obligations herein do not and will not violate any other agreement which you are party to.

6.9.2 You further represent and warrant that: (a) you have all rights and permissions necessary to provide Tootle with the Linking Data and any other information provided to Tootle hereunder in connection with the Service and Corporate Billing; (b) you have obtained legally adequate consent from Proposed Users and Authorized Users as necessary to provide Tootle with any personal data in connection with the Service and corporate payment methods including Corporate Billing, (c) you have notified, and obtained legally adequate consent from, Proposed Users and Authorized Users that Tootle will provide you with detailed trip/booking information for the rides or other bookings charged to your account, and (d) you are in compliance, and shall remain in compliance during the term of this Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.

6.9.3 OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY OR DATA PRIVACY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF TOOTLE OR CORPORATE USER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (I) ONE LAKH NEPALI RUPEES (RS.100,000) (OR LOCAL CURRENCY EQUIVALENT THEREOF), AND (II) THE TOTAL FEES PAID OR PAYABLE BY YOU TO TOOTLE HEREUNDER.

6.10 Proprietary Rights

6.10.1 No Publicity

Neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.

6.10.2 Ownership

Tootle and its affiliate companies are and shall remain the owners of all right, title and interest in and to the Service, Application and Portal including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to you or any Proposed User or Authorized User in connection with these Terms of Service.

6.10.3 Geo Data

6.10.3.1 Tootle grants a limited, non-exclusive, non-transferable, revocable, royalty-free license in Nepal for the duration of your Corporate User Account, subject to the license restrictions set out in Clause 6.10.3.2 and the other terms in this Agreement, to use the Tootle Geo Data for the purposes of accessing and viewing of the Transaction Records for your internal business purposes.

For the purposes of this Clause 6.10.3:
“Transaction Records” means the transaction records of Authorized Users who utilize the Solutions and which Authorized Users shall be permitted to view, retain and retrieve, in such form as determined by Tootle in its sole discretion.
“Tootle Geo Data” means any geolocation data including but not limited to any aggregated or point of interest data, address, distance, and place name made accessible to you by Tootle relating to the Authorized User’s access to the Solutions.

6.10.3.2 You and Authorized Users shall:

(a) not use the Tootle Geo Data for any purpose not permitted under this Agreement or in any manner contrary to any law or regulation or any regulatory code, guidance or request; and

(b) not extract, export, scrape, utilize, use, exploit, distribute, redistribute, disseminate, copy or store the Tootle Geo Data or Transaction Records for any purpose not expressly permitted by this Agreement; and

(c) at any time within 10 days of request from Tootle or upon the termination or expiry of this Agreement, destroy and purge from all its internal and backup systems any and all Tootle Geo Data (including any extracts and copies thereof), save that Transaction Records may be retained solely for carrying out the purposes stated in Clause 6.10.3.1.

6.11 Force Majeure

Non-performance of either party of any obligations hereunder shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

6.12 Assignment

Notwithstanding anything contained in this Agreement, either party may assign this Agreement without the consent but with notice to the other party in connection with a merger or a sale of all of the equity or assets of said party. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

6.13 Legal Fees

In any legal proceedings between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this agreement.

7. Purchase and Use of Tootle Gifts

Purchasing Tootle Gifts for Users

7.1 This section applies to Users’ purchase of digital gift cards (“Tootle Gifts”) on the Platform, including bulk purchases.

7.2 You must have a valid Tootle account to purchase Tootle Gifts.

7.3 If you are sending Tootle Gifts, you acknowledge and confirm that:

your intended recipient will be able to view your Tootle account username;
you are responsible for ensuring that the delivery details (e.g. recipient’s name, phone number, country) provided by you are accurate and complete. Tootle will not be liable if the Tootle Gifts are not delivered or are delivered to an unintended recipient if the details provided by you are inaccurate or incomplete.

7.4 Payment shall be made using any of the payment methods made available by Tootle. If you are purchasing Tootle Gifts for an overseas user, the Tootle Gifts purchase amount will be in the recipient’s local currency and the exchange rate will be determined by your card issuing company.

7.5 All Tootle Gifts purchases are final and cannot be canceled or exchanged by you.

7.6 Tootle reserves the right to decline to process or accept any Tootle Gifts purchase without providing any reason. You will receive a refund if Tootle cancels a Tootle Gifts purchase. Tootle will not be liable for any losses however arising out of Tootle’s declining or cancellation of a TootleGifts purchase.

7.7 You are responsible for resolving any disputes with your credit, debit or other card company on your own.

Purchasing Tootle Gifts for Corporate Entities

7.8 This section applies to prepaid purchase of Tootle Gifts by businesses registered in Nepal.

7.9 Tootle will invoice you following your placement of your Tootle Gifts order (“Order”). You must make payment in accordance with the payment instructions and timeline stated in the invoice.

7.10 Tootle further reserves the right to suspend any transmission of Tootle Gifts, suspend activation of any Tootle Gifts and/or terminate the Tootle Gifts Contract without notice and liability to you in the event that:

the transaction or any part thereof is fraudulent, illegal or involves any criminal activity, or that you are in breach of these terms and conditions or suspected to be fraudulent, illegal or to be involved any criminal activity;
you make any voluntary arrangement with your creditors or become the subject of any administration, liquidation or winding up order;
a receiver or administrative receiver is appointed over your assets;
you suspend or threaten to suspend any payments hereunder or threaten to cease to carry on business.

7.11 All Orders are final and cannot be canceled by you. You are responsible for ensuring that the Order details, such as type of Tootle Gifts, denominations, amounts, recipient email address are accurate. Tootle will not be liable if the Tootle Gifts are not delivered or are delivered to an unintended recipient if the details provided by you are inaccurate or incomplete. By providing Tootle with your recipients’ email addresses to facilitate delivery, you warrant that you have a legal basis to do so (e.g. consent).

7.12 Where permitted by Tootle, you may draw on TootleGifts in your Order in batches. The Tootle Gifts will be sent to your designated recipient three (3) business days after your written instructions are received by Tootle in accordance with the notice details in the Order. Your Order must be fully drawn within six (6) months from the date of Tootle’s invoice above failing which any undrawn amounts will be forfeited.

7.13 Tootle will not be liable to you whether in contract, tort or otherwise for (a) any direct or indirect economic loss (including loss of profits, savings, goodwill expenditure) or (b) any indirect, consequential, incidental, special, exemplary loss howsoever arising in connection with the provision of Tootle Gifts provided under these terms. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence or fraud.

7.14 You agree to defend, indemnify and hold Tootle, its licensors and each party’s parent organizations, affiliates, subsidiaries, officers, directors, members, employees, attorneys and agents harmless from and against all claims, costs, damages, losses liabilities and expenses (including attorneys’ fees and costs and/or regulatory fines) arising out of or in connection with (a) any Order placed by you or on your behalf, your violation of these terms and conditions or any applicable law or regulation, whether or not referenced herein and (c) your use or misuse of Tootle Gifts.

7.15 You shall not use the Tootle name, logo or marks without Tootle’s prior written consent. In the event that such consent is provided, Tootle may withdraw such consent at any time by notifying you.

7.16 By placing an Order, you agree and acknowledge that the Tootle Gifts must be used in accordance with the terms and conditions set forth below. Please also refer to the Privacy Policy which explains how Tootle collects, uses, processes and discloses Personal Data through the use of Tootle mobile applications and websites.

Using Tootle Gifts

7.17 This section applies to use of Tootle Gifts by Users.

7.18 You must have a valid Tootle account in order to receive and redeem Tootle Gifts. Tootle will not be liable for any delay in sending, transmission or receipt of Tootle Gifts.

7.19 Redemption and usage of Tootle Gifts is subject to the usage restrictions stipulated for each Tootle Gift, including:

the type of Tootle offering or merchant(s) for which the Tootle Gifts may be redeemed;
the type of Tootle offerings for which the Tootle Gifts may be redeemed;
the country in which the Tootle Gifts may be redeemed;
expiry date; and
any other restrictions as may be notified by Tootle.

7.20 Tootle Gifts may only be redeemed in the Tootle Application. Users should ensure that they have downloaded the latest version of the Tootle Application.

7.21 Tootle will not replace, exchange or refund any Tootle Gifts that have expired.

7.22 Tootle Gifts cannot be transferred to another Tootle account.

7.23 Each Tootle Gifts may only be redeemed once. Any unutilized Tootle Gifts amount will be forfeited. If your transaction value exceeds the Tootle Gifts value, you will be required to top-up the shortfall. TootleGifts may not be applied towards Tootle platform fees.

7.24 Tootle is not responsible for, and makes no warranty in relation to, the quality of the products and/or solutions for which the TootleGifts are redeemed.

7.25 Tootle Gifts may not be used in conjunction with other promotions or discounts, unless otherwise indicated.

7.26 Tootle will not be responsible or liable for any Tootle Gifts sold by any third party.

7.27 Tootle Gifts cannot be exchanged for cash.

7.28 Tootle may take any action for illegal or fraudulent usage of Tootle Gifts, including suspending or terminating your Tootle account and canceling the Tootle Gifts without reimbursement.

8. TootleAds Terms

8.1 Terms in this section are applicable to you (advertisers) who wish to use TootleAds services to promote your business within the Tootle Application. If you agree to use this service, you are responsible for complying with all applicable laws, regulations and codes that apply to your ads and local regulations where your ads appear. We reserve the right to terminate or suspend your account for any violation in accordance with these Tootle Ads Terms.

Content Specifications

8.2 Your ads must:

Be suitable for access by the general public;
Accurately reflect the content of the landing page;
Be clear and accurate towards the Consumers;
Only promote products/services that you either own or are authorized to resell or distribute;
Not violate any applicable laws and regulations; and
Comply with the Guideline on inappropriate and sensitive online content: Tootle Ads and Tootle Food (“Guideline”).

8.3 The Content Specifications apply to any and all ads which you make available through the TootleAds services. The Content Specifications must be complied with in spirit as well as to the letter, and apply to each part of any ad as well as to its whole.

Promo Messages

8.4 The use of promotional messaging must comply with the following requirements:

We prohibit the use of superlatives such as “Huge Savings” or “Gigantic Discounts”.
The start and end dates of your ad campaign must reflect the duration of the offer or the saving period so that ads do not run on dates when the offer or the savings do not apply.
Campaigns must be scheduled to end on the last day of the promotion.
Campaign dates for a specific holiday or seasonal event (for example, Ramadan, Valentine’s Day or Christmas) must start within a reasonable time frame leading up to the event and must end within 24 hours after the event date, or a reasonable time after that depending on the event.
If you extend the campaign after the offer or the saving period ends, you must modify your ad copy by removing the promotional messaging that no longer applies.

Keywords Utilization

8.5 Keywords are words or phrases that are used to match your ads with the terms people are searching for. Selecting high quality, relevant keywords for your advertising campaign can help you reach the customers you want, when you want.

8.6 When a Consumer searches for a term that matches your keyword, your ad enters an auction to determine if it will show. While Tootle uses reasonable efforts to capture all possible variations and misspellings of a keyword you choose, Tootle does not guarantee that all possible variations of a keyword are captured.

8.7 The cost for each keyword will be different depending on the keyword you choose, your competition in the auction, and other factors. Make sure your keywords and landing page are all closely related to the terms that a customer might be searching for, and will not cause confusion, deception or mistake as to the source or origin of your goods/services.

8.8 Higher quality ads and relevance to user searches typically lead to lower costs and better ad positions.

8.9 In the event that you choose to use the keyword search feature available on the Platform, and you select the ‘automatic’ keyword search strategy feature, you acknowledge and agree that Tootle has the sole and absolute discretion to select and optimize keywords on your behalf. If you do not want Tootle to select and optimize keywords on your behalf, please select the ‘manual’ keyword search strategy feature instead.

Representations and warranties

8.10 You acknowledge and agree that you are solely responsible for your ads content, campaign details and targeting decisions. This includes without limitation your choice of keywords as well as territorial scope and target audience of the pertinent campaign and ads. You shall indemnify us in the event where we incur any losses or damages pursuant to the same.

8.11 Without prejudice to the generality of the other provisions of these Terms, you further represent and warrant that your ads as well as any related content do not infringe any third party rights including without limitation trademark rights. If Tootle receives any complaint in respect of your ads content, campaign details and targeting decisions or otherwise deem that they or any part thereof are not compliant with the Content Specifications, we reserve the right to remove the same, suspend our services to you, and/or require that you modify the affected material. We may, but are not obliged to, review the ads as well as the related content or information submitted or amended by you from time to time.

8.12 If you believe that any content made available on our platform violates your intellectual property rights, please contact us with details provided via the “Help Centre” feature.

Marketing Manager

8.13 If you use the ads self-serve services under the Marketing Manager Services Platform, you shall comply and be subject to the terms stipulated under the Marketing Manager Service Terms.

9. Tootle Geo Additional Terms of Use

9.1 These additional terms (“Geo T&Cs“) apply to your use of the Services and Content, defined below. By installing, accessing, or otherwise using the Services within your Application (defined below), you are agreeing to these Geo T&Cs with Tootle (“Tootle “, “we“, “us“, or “our“). You represent and warrant to us that you have the authority to accept this Geo T&Cs on behalf of yourself, a company, or another entity, as applicable (“you” or “Company“).

Definitions

9.2 “Application” means your software application, website, or product you create or a service you offer designed to provide access to the Services.

9.3 “Content” means any maps, images, geocodes, data, third-party content, or other content that Tootle makes available to you via the Services.

9.4 “Services” means the Tootle Geo Maps Platform that provides access to Content.

Grant of Licence

9.5 Tootle grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to access the Service. To the extent you choose to access the Service, you do so at your own initiative and agree to use the Service only as permitted by these Geo T&Cs and any applicable law, regulation, or additional policies, terms or guidelines Tootle may make available.

9.6 Tootle grants you a non-exclusive, non-assignable, non-transferable, revocable license to reproduce and display Tootle ’s logos in the Content in connection with your authorized use of the Services for the sole purpose of providing attribution to Tootle . You must not change, obscure, remove, or resize any logo, trademark, copyright, or other notice of Tootle or its suppliers or digital watermarks, if any, in the Content. You must display in a conspicuous manner within your Application any Tootle or third party attribution provided by Tootle .

9.7 You agree to comply with all applicable laws and regulations that apply to your use of the Service. You may use the Service, including any Content therein or portion thereof, only for personal, non-commercial purposes. Tootle ’s delivery of the Service, including any Content therein or portion thereof, does not transfer any commercial or promotional use rights to you, and does not constitute a grant or waiver of any rights.

9.8 You must provide a hypertext link to the Geo T&Cs either at the bottom of each page in your Application where the Services can be accessed or viewed or within the terms of use of your Application.

Limitations on Services

9.9 Tootle reserves the right to change, suspend, remove, or disable access to the Service at any time without notice. In no event will Tootle be liable for the removal of or disabling of access to the Service. Tootle may also impose limits on the use of or access to the Service, in any case and without notice or liability.

9.10 You agree that Tootle and its suppliers make no representations or guarantees and shall have no liability to you for the availability, accuracy, completeness, reliability, or timeliness of location data or any other Content displayed by the Service. You agree that location data is provided for basic navigational and planning purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed or incomplete location data may lead to death, personal injury, property or environmental damage. You agree that the results you receive from the Service may vary from actual road, terrain, cycling or pedestrian paths, or other conditions due to factors that can affect the accuracy of the Service and Content therein, such as, but not limited to, weather, road, traffic, path conditions, and geopolitical events.

9.11 When you use the Content and/or Service, you may find that actual conditions differ from the map results and content, so exercise your independent judgment and use the Content and/or Service at your own risk. You are responsible at all times for your conduct and its consequences.

Restrictions on Use

9.12 When using the Services, you may not:

9.12.1 remove, obscure or alter any copyright notices, trademarks, or any other proprietary rights or legal notices, documents or hyperlinks that may appear in or be provided through the Service;

9.12.2 use the Services in a way that could impair, harm, or damage Tootle , any Tootle service or application, or anyone’s use of the Services;

9.12.3 use the Services to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, or networks connected to or that can be accessed via the Services;

9.12.4 use the Services in a way that violates applicable law;

9.12.5 mass download or create bulk feeds of the Content (or let anyone else do so);

9.12.6 manipulate ratings, reviews or any other Content via any means such as (i) through the use of a bot, script, or automated process, or (ii) by providing or accepting any kind of compensation or incentive;

9.12.7 reverse engineer, decompile, or disassemble the Services;

9.12.8 use the Content and/or Service to create or augment any other mapping-related dataset (including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list) for use in a service that is a substitute for, or a substantially similar service to, the Service;

9.12.9 use the Services in any way that threatens the integrity, performance, or reliability of the Services or any Tootle product or service, including performance or stress testing, or in any manner that works around any technical limitations in Services;

9.12.10 redistribute, resell, or sublicense access to any Tootle service or Content;

9.12.11 copy, store, archive, or create a database of Content; and

9.12.12 use Content that consists of points of interest data to generate sales leads.

Point of Interest Contributions

9.13 This section applies to Consumers’ and Partners’ submission of Point of Interest (“POI”) locations to the map in the relevant Application.

9.14 Submission requirements: When submitting a POI, you are required to provide POI content such as the name, address and category of the POI. You may also provide additional POI content such as images of the POI and relevant additional details (“POI Content”).

9.15 Prohibited content: You shall ensure that all POI Content submitted:

9.15.1 is not inaccurate, fake or spam;

9.15.2 is not defamatory, obscene, discriminatory, provocative, derogatory, harmful, offensive or otherwise objectionable;

9.15.3 does not contain irrelevant content such as political or personal opinions;

9.15.4 does not offer or promote the sale of any regulated or prohibited items or services, including but not limited to tobacco, drugs, gambling, weapons, medical services and adult services;

9.15.5 does not refer to, promote or depict sexually explicit content, abusive images and/or images of minors, violence, terrorism or any other harmful behavior or illegal conduct;

9.15.6 does not contain personal/sensitive data or images of any person;

9.15.7 does not contain images of protected areas, publicly inaccessible locations or restricted areas, or areas where photography and filming are not permitted (e.g. immigration checkpoints, military compounds, interiors of private residences); and

9.15.8 is not copied or stolen, and does not infringe upon third party intellectual property rights.

9.16 Acceptance, rejection or removal of POI: Tootle may, at its sole discretion and at any time without notice to you:

9.16.1 accept or reject any POI Content submitted;

9.16.2 amend or redact any accepted POI or POI Content; and

9.16.3 remove any POI or POI Content.

9.17 Rewards: Tootle may provide incentives or rewards for accepted POI Content submissions from time to time, as notified to you in the Application.

9.18 License: By submitting a POI:

9.18.1 You are solely responsible for your conduct and any data, text, information, names, images, graphics, photos, imagery and other content that you submit, post or display on or via the Application. Tootle does not claim ownership of any POI Content that you post on or through the Application;

9.18.2 You have no obligation to provide any content to Tootle . However, if you choose to upload or share content, you represent and warrant that you have the requisite permissions to submit the POI and the POI Content;

9.18.3 you grant Tootle an irrevocable, worldwide, non-exclusive and royalty-free license to host, reproduce, distribute, communicate, publish, use, sub-license, modify and create derivative works based on the POI and POI Content;

9.18.4 POI or POI Content that contains publicly available factual information, such as the name of a business, is not covered under the scope of this license; and

9.18.5 This license lasts for as long as your POI Content is protected by intellectual property rights.

9.19 Amendment or removal requests: You may submit requests to amend or remove POIs or POI Content through the Application. Tootle will assess on a case by case basis whether to accede to such requests at Tootle ’s sole discretion.

9.20 Satellite street view images: When submitting or viewing POIs in the Application, you may be able to view satellite street view images (“Satellite Images”). You acknowledge and agree that:

9.20.1 all right, title and interest in the Satellite Images, including all corrections, enhancements, modifications or intellectual property rights belong to Tootle ’s third party vendor(s) or such vendor’s suppliers;

9.20.2 you shall not distribute, sub-license, rent, sell, lease or loan the Satellite Images to any third party, or otherwise use or reproduce the Satellite Images for any purpose not expressly permitted by Tootle , including any commercial purpose;

9.20.3 you shall not remove, bypass or circumvent any electronic or other protection on the Satellite Images;

9.20.4 you shall not download or save the Satellite Images onto any device;

9.20.5 you shall not alter, obscure or remove any copyright notice, copyright management information, trademark or proprietary legend contained in or on the Satellite Images;

9.20.6 all Satellite Images are provided “as is” without any warranty of any kind, including any warranty of fitness for purpose, non-infringement or non-misappropriation of intellectual property rights of any third party, accuracy, content or results; and

9.20.7 Neither Tootle nor its vendor(s) shall be liable for any loss or damage of any nature whatsoever arising out of or in relation to your access or use of the Satellite Images.

Data Privacy

9.21 Tootle ’s Privacy Notice applies to use of the Service, and its terms are made a part of these Geo T&Cs by this reference. At all times your information will be treated in accordance with Tootle ’s Privacy Notice, which can be found at: https://www.tootle.com.np.

Third Party Sources

9.22 The Service may display, include, or make available Content from third parties (“Third Party Materials”) or provide links to certain third party websites. Tootle makes no representation that the Service or Third Party Materials are appropriate, accurate or available for use in any particular location. To the extent you choose to use or access Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, regulations, terms, or other requirements. You are prohibited from republishing, retransmitting, reproducing or otherwise using any images accessed through the Service as a stand-alone file. By using the Service, you agree that Tootle is not responsible for examining or evaluating the accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Tootle , its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or websites, or for any other materials, products, or services of third parties.

Disclaimers

9.24 The Services and all Content are provided “as is” without warranty of any kind by Tootle or its suppliers. The Service, or any feature or part thereof, may vary by region and may not be available in all languages or in all countries and Tootle makes no representation that the Service, or any feature or part thereof, is appropriate, accurate or available for use in any particular location.

9.25 To the maximum extent permitted by law, any and all representations, warranties, or conditions of any kind whatsoever (including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or satisfactory quality), all with regard to the Services and any Content, are expressly excluded by Tootle and its suppliers. Tootle and its suppliers make no warranty that the Services will operate properly as integrated with the Applications, that the Services will be uninterrupted, or that any Content will be accurate or complete.

9.26 YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE DATA PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

9.27 Neither Tootle nor its suppliers shall be liable for any damages or losses arising from any use, misuse, reliance on, inability to use, interruption, suspension, or termination of the Service, including any interruptions due to system failures, network attacks or scheduled or unscheduled maintenance.

9.28 Neither party nor Tootle ’s suppliers will be liable for any indirect damages (including, without limitation, consequential, special or incidental damages, damages for loss of profits or revenues, corruption or loss of data, failure to transmit or receive any data, business interruption, or loss of business information), arising out of or related to the Services, Content, or these Geo T&Cs, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.

Indemnity

9.29 You agree to indemnify and hold Tootle , its officers, directors, shareholders, predecessors, successors in interest, employees, agents, contractors, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) arising out of your violation of these Geo T&Cs and/or use of the Service.

Updates

9.30 We may change, amend, or cancel these Geo T&Cs at any time. We will notify you of any changes as provided by the section on “Notices”. If you do not agree to the changes, then you must stop using the Services. Your use of the Services after the changes become effective means you agree to the new Geo T&Cs.

10. Data Sources

Tootle uses open source libraries within Tootle mobile applications as set out in https://www.tootle.com.np.

11. Tootle Unlimited

This section applies to Tootle Unlimited subscription and benefits. You agree to these terms and conditions by maintaining a Tootle Unlimited subscription and/or using the benefits.

Users who subscribe to Tootle Unlimited will receive benefits such as vouchers monthly, depending on the applicable subscription plan. Vouchers will be available in the ‘My Rewards’ page in the Application. Unless otherwise stated, vouchers must be used in Nepal by the stated expiry date, if any. Vouchers can only be redeemed when making purchases in the Application with your Tootle Pay Wallet, eligible credit or debit card, or through PayLater.

Tootle may vary the type, value, amount and redemption terms and conditions of the benefits as shown in the Application at any time.

Fees and Renewals

The Tootle Unlimited subscription fee is stated in the Application. Tootle may vary the subscription term and fees from time to time. Tootle Unlimited Subscription fees are non-refundable.

If you subscribed for Tootle Unlimited directly with Tootle through the Application and are billed by Tootle , the subscription fee will be deducted from your selected payment method on each billing date. Take note that your Tootle Unlimited subscription will automatically renew unless you cancel it via the Application before the billing date. If your selected payment method is unavailable, we will automatically deduct the amount from another linked card you have on the Application or your Tootle Pay wallet. If the deduction or charge is unsuccessful, your subscription will be canceled.

If you received a Tootle Unlimited subscription from a third party, that subscription will terminate unless renewed by the third party. You may be required to pay a nominal fee to activate the subscription. You may receive a Tootle Unlimited subscription from a third party even if you have already subscribed for Tootle Unlimited yourself.

Tootle may offer certain users trial or promotional Tootle Unlimited subscriptions, which are subject to these terms and conditions unless otherwise stated in the promotion offer. Trial subscribers may choose not to continue with a fully paid Tootle Unlimited subscription at the end of the trial period.

Business purchases

This section applies to purchases of Tootle Unlimited subscriptions by businesses registered in Nepal. If you are a Tootle for Business client or are using the Tootle for Business portal, these terms and conditions apply in addition to the Tootle for Business terms and conditions.

You may submit an order for Tootle Unlimited subscription plans through the channels notified by Tootle (“Tootle Unlimited Order”). Tootle will invoice you following your Tootle Unlimited Order. You must make payment in accordance with the payment instructions and deadline stated in the invoice.

All Tootle Unlimited Orders are final and cannot be canceled by you. You are responsible for ensuring that the Order details are accurate, and where your recipients’ personal data (e.g. email address, phone number) is provided, you warrant that you have obtained their consent to do so for the issuance of Tootle Unlimited subscriptions to them.

You must redeem the Tootle Unlimited subscriptions within the redemption period stated in Tootle Unlimited Order. Tootle Unlimited subscriptions which have been activated by users cannot be withdrawn.

Termination

Tootle may terminate the Tootle subscription plans at our discretion without notice. If that happens, Tootle will refund the subscription fees on a prorated basis. However, Tootle will not provide any refund for termination to conduct which we determine, at our discretion, violates these terms and conditions or any applicable law, involves fraud or misuse of the Tootle Unlimited subscription, or is harmful to Tootle or other users.

Account Delete Text For Terms of Use

Account Deletion Conditions
- Your TOOTLE account cannot be deleted if any of the following conditions exists, except that you have reached consensus with Tootle in this respect:
  - Overdue payments, over-issued invoices, pending payments, or remaining balance.
  - Contracts pending for performance, active orders, resources in use, or reserved instances.
  - Your account has been associated with an Tootle business account or master account or member account.
- Your account does not have unpaid taxes and there are no unfulfilled obligations in accordance with applicable laws and regulations.
- Your account has not violated any applicable laws or regulations or agreements signed with Tootle, unless you have reached consensus with Tootle in connection with related matters if applicable.
Account Deletion Process
- Check Account
  - Before you submit the application for account deletion, please check whether your account meets the account deletion conditions from the section above; otherwise, your account deletion process may be terminated due to failure to meet the deletion conditions.
  - Deletion method selection
    - For account security reasons, only you can delete your Tootle account. If the account does not meet the conditions from the section above, and you still want to delete your account, please contact Tootle customer service department.
  - Account deletion process
    - Application Submission
      - After confirming that the conditions from above have been met, you can submit to delete you account from the Tootle app.
      - For Tootle By Zapp App: Account > Personal Information > Delete Account
      - For Tootle Driver by Zapp App: Account > Tap On Your Name > Delete Account
  - Check
    - Tootle will automatically check your account and start the process for deletion.
  - Notify
    - After the account has been submitted for deletion and your account passes the deletion conditions, you will be logged out of the Tootle account.
  - In the event that you fulfill the conditions above, if your TOOTLE account is listed in complaints reported by third parties, is investigated by government agencies, is involved in a litigation or arbitration procedure, or fails to meet the conditions for account deletion after the account check, TOOTLE (Zapp Services Pvt. Ltd.) reserves the right to terminate the account deletion process without your consent before the deletion procedure is formally completed.
Legal Consequences of Account Deletion
- Your account deletion procedure will start after you confirm that you accept these Terms.
- When the account deletion procedure is completed, all related contractual relationships between you and TOOTLE are terminated. The consequences of account deletion include but are not limited to the following:
  - You will not be able to use this account to log in to the TOOTLE website, app, etc.
  - You will not be able to access the TOOTLE console.
  - You will not be able to perform any operations that require the account access.
  - You will not be able to retrieve the personal information, transaction records, business data, and historical information under the account.
  - You will not be able to use TOOTLE services.

Account Delete

Terms of use

TERMS OF SERVICE TOOTLE & ZAPP

For TootleExpress Bike

Account Delete Text For Terms of Use

Terms
of use