DEFINITIONS AND INTERPRETATION
In this document: “Accessories” means the butterfly whisk, steamer basket, blade cover, measuring spoons, spatula, and weighing scale slab for the delishUp⤴️. “delishUp⤴️” means the main body of the delishUp⤴️ device, along with the Parts and Accessories. “Order” means an offer made by You to Up⤴️ to purchase delishUp⤴️ from Up⤴️, including any pre-orders placed by You to purchase the same. If You have merely reserved a delishUp⤴️ via a payment of the applicable reserve charges, an Order would be deemed to be placed only upon the payment of the total price applicable for purchases of the delishUp⤴️. “Parts” means the tablet, jar, lid, gasket, measuring cap/crown, and cable covers for the delishUp⤴️. “Services” means Up⤴️’s recipes, software, support, information, updates, and other services in connection with delishUp⤴️, excluding any services provided under a separate written agreement. “User” or “You” means a user of delishUp⤴️and the Services. “We”, “us”, or “Up⤴️” means React Labs Private Limited, whose registered office is at 702, Florentine, A Wing, Powai Hiranandani Garden, Mumbai, Maharashtra – 400 076, India.
In this document, the following rules of interpretation shall apply: a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); references to the singular include the plural and references to one gender include all genders; a reference to a party includes its successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
a reference to writing or written includes e-mails.
2. If You are a parent or guardian permitting a person under the legal age of majority (“Minor”) to use delishUp⤴️ and Services, you agree to: (i) supervise the Minor’s use or access of delishUp⤴️ and Services; (ii) assume all risks associated with the Minor’s use or access of delishUp⤴️ and Services, including the receipt and transmission of information and materials via delishUp⤴️ and Services and other transactions; (iii) assume any liability resulting from the Minor’s use or access of delishUp⤴️ and Services; and (iv) be bound by this Agreement for the Minor’s use or access of delishUp⤴️ and Services.
3. You acknowledge that in order to access delishUp⤴️ and Services, You must have a stable internet connection. We will not be liable for any delay in time caused owing to any deficiency in speed of your internet connectivity or any other defect thereof at your end or by your internet service provider.
4. You acknowledge that the delishUp⤴️ purchased by You, shall be provided to You “as is”, and shall include each of Parts and Accessories. Following the delivery of the delishUp⤴️, you may purchase additional Accessories from Up⤴️ at the prices listed on www.upliance.ai.
5. You acknowledge that if the User violates the terms and conditions applicable to the usage of the delishUp⤴️ and the Services, including the terms of this Agreement, Up⤴️ reserves the right to restrict the User’s access to particular Services or functions or disable the User’s account. You also acknowledge that Up⤴️ shall not be liable, in any manner whatsoever, for any injury, death, or any damage caused due to a violation of the terms and conditions applicable to the usage of the delishUp⤴️ and the Services, including the terms of this Agreement.
6. This Agreement and the terms and conditions herein are not applicable to the 1 (one) week early access program, where Users have the option to trial delishUp⤴️ and its Services in their own respective kitchen(s).
1. The terms under this Clause are applicable to You, to the extent relevant to you, for Your purchase of the delishUp⤴️direct from our website, www.upliance.ai and / or where you have purchased the delishUp⤴️ from an external source and the Order delivery is being fulfilled by Up⤴️
2. Your Order is an offer to us to buy delishUp⤴️, along with its Services, in Your Order. When You place an Order to purchase a delishUp⤴️ from us, You will receive an e-mail confirming receipt of your Order and containing the details of your Order (“Order Confirmation E-mail”). The Order Confirmation E-mail is acknowledgment that we have received your Order, and does not confirm acceptance of Your Offer to buy delishUp⤴️ ordered. We only accept Your offer and conclude the contract of sale for the delishUp⤴️ ordered by You when the said product(s) is/are dispatched to You and an e-mail confirmation is sent to You that the said product(s) has/have been dispatched to You (“Dispatch Confirmation E-mail”).
3. You undertake to make all payments in a timely manner, including but not limited to all applicable taxes, charges and fees as may be specified. We accept payments through a third-party payment gateway. The modes of payment offered by such third-party payment gateway may include credit card, debit cards, net banking, mobile wallets, and/or UPI
4. The prices mentioned for delishUp⤴️ are subject to change without prior notice.
5. The prices mentioned for delishUp⤴️ are inclusive of all applicable taxes. In case of home delivery, additional delivery costs may be incurred, which in such cases will be invoiced to the User separately.
6. You can cancel your Order at any time without any cost before the ordered delishUp⤴️ is dispatched. Please note that there may be a delay between the dispatch of Your delishUp⤴️ and the delivery of Dispatch Confirmation E-mail to You. Up⤴️ shall have the final say and Up⤴️’s decision shall be final regarding the question of whether any ordered delishUp⤴️ had been dispatched prior to the cancellation of your Order. Refunds, if any, shall be processed by Up⤴️ in accordance with the provisions of this Agreement. If you cancel an Order in accordance with this clause, Up⤴️ shall refund the amount paid by the User for the delishUp⤴️. The amount refunded shall only be the amount paid by the User for the delishUp⤴️ itself (whether such amount was the maximum retail price or a discounted price), and shall not include any payment gateway charges, delivery charges, or other such charges incurred by the User at the time of placing the Order.
7. You can cancel your Order at the time of delivery of the Order to You, subject to payment of a penalty by You to Up⤴️ to be determined by Up⤴️ in its sole discretion. Such penalty may include costs for packaging, payment gateway charges, delivery fees, costs borne for rerouting or returning the delishUp⤴️, and any other costs or charges borne by Up⤴️ resulting from the cancellation of your Order.
8. Once a delishUp⤴️ has been delivered to the address provided by You, it cannot be returned for any refund except in accordance with the Return Policy mentioned in Annexure C of the Agreement.
9. Up⤴️ may offer installation and/or demonstration (online or offline, to its sole discretion) of delishUp⤴️ sold as part of delishUp⤴️ and Services. If You purchase delishUp⤴️, You may, within such time as may be specified by Up⤴️, request Up⤴️ for the said device to be installed and/or demonstrated. Unless specified otherwise by Up⤴️ at the time of placing of your Order, Up⤴️ reserves the right to charge such fee for the device installation and/or demonstration as may be specified. Up⤴️ reserves the right to restrict device installation and/or demonstration to specific locations for any reason, including but not limited to distance from the nearest available Up⤴️ personnel with appropriate tools and training.
10. Refunds if any, shall be made to the same payment method or issuing bank from where the initial payment was received. Up⤴️may, at its sole discretion, refuse to provide refunds to an alternative account. In case of cancellation of an Order by Up⤴️ or refusal by Up⤴️ to accept an Order under the terms of this Agreement, Up⤴️ will refund the full amount paid by the Customer for such Order.
11. The estimated time of delivery is provided for your convenience only, based on historical data of the time taken for deliveries to be completed to your location. You understand and acknowledge that the time required for delivery is subject to multiple factors that can cause a delay, including but not limited to the availability of the delishUp⤴️, weather conditions, distance from the warehouse, government rules, regulations, and orders, among others. Up⤴️ and its delivery partner(s) shall not be liable for any delay in the shipment or delivery of any Order for any reason, regardless of whether such a delay could be reasonably foreseen, regardless of whether Up⤴️ was informed of the possibility of such delay, and regardless of whether any loss or damage was faced by You or any third party as a result of such a delay.
12. If your ordered delishUp⤴️ is lost in transit or delivered to an incorrect address, please contact Us immediately. Up⤴️ will take all reasonable steps to ensure that, You receive your Order. If the address provided by You at the time of placing of the Order does not exist or cannot be found, or if no one is available to receive delivery of the Order despite multiple delivery attempts, You shall be liable to bear all costs related to attempted delivery and the return of delishUp⤴️ and/or correction of the delivery address.
13. If the delishUp⤴️ is missing any Accessories or Parts at the time of its delivery to You, You must contact Up⤴️ within 24 (twenty-four) hours of receipt of the delishUp⤴️, post which, Up⤴️ shall not be liable for any missing Accessories or Parts. Up⤴️ will investigate the request with its delivery partners and accordingly provide support to You.
14. The delishUp⤴️ is available to order through www.upliance.ai in select cities within India. The delivery days shall be all weekdays, with the exception of national holidays and any other public holiday. Depending on the billing address and subject to the Dispatch Confirmation Email being sent, delivery in remote areas may take more than 30 (thirty) business days from the date of the Dispatch Confirmation Email being sent. The delivery shall be made by a third-party logistics partner and delishUp⤴️ shall not be responsible for any delay in delivery of the delishUp⤴️ device(s). The User specifically waives any claim pertaining to delay in delivery of the delishUp⤴️ device(s).
15. Any Orders made via an external source for which Up⤴️ is responsible in delivering to You, is subject to the following disclaimers:
- Up⤴️ shall not be held responsible for any wrong submission of required customer details including but not limited to shipping details;
- Up⤴️ shall not be held responsible for any failure to receive submissions due to transmission failures and other conditions beyond its reasonable control;
- Up⤴️ shall not be held responsible for any late transmissions or entries from such external source;
- Up⤴️ shall not be held responsible for any computer or communications related malfunctions or failures;
- Up⤴️ shall not be held responsible for any delay due to the non-availability of delishUp⤴️ stocks due to various reasons like climatic conditions, labour unrest, insolvency, business exigencies or operational & technical issues, or for any other reason beyond its control.
- Up⤴️ shall not be held responsible for any delay or loss or damage due to events beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain raw materials, war, terrorism, riot, or acts of God, including but not limited to, floods, earthquake, tsunami, fire, and draught.
USE OF SERVICES
- delishUp⤴️ and Services are provided to You by Up⤴️ and in some cases, by Up⤴️’s affiliates on behalf of Up⤴️. You agree that Up⤴️’s Affiliates are each entitled to provide delishUp⤴️ and Services to You under this Agreement.
- You acknowledge and agree that there may be changes or modifications to the form and nature of delishUp⤴️ and Services, including a suspension or discontinuance of Services, provided from time to time without prior notice to You. Up⤴️ will use commercially reasonable efforts to notify You of material changes to delishUp⤴️ and Services. However, Up⤴️ shall not be liable to You or to any third-party for any such modification, suspension, or discontinuance of the Services.
- Subject to the terms and conditions of this Agreement, Up⤴️ hereby grants You, and You accept, a limited, personal, non-exclusive, non-transferable and revocable right to use the Services, including the recipes, only as authorized in this Agreement. Up⤴️ may, at its own discretion, offer to You updates, upgrades, enhancements, modifications, revisions or additions to delishUp⤴️ and/or Services. The terms of licensing of Services shall be governed by the end-user license agreement in Annexure B of this Agreement.
- Notwithstanding anything contained herein, when You purchase delish Up⤴️, the title to such delishUp⤴️ is transferred to You upon delivery of the said device(s). You acknowledge that the risk of loss or damage in such delishUp⤴️ will pass to You upon delivery of the said device(s).
- You acknowledge and agree that Up⤴️ may, in its sole discretion, suspend or cease providing Services to a specific User upon prior notice, if such specific User has violated the terms of this Agreement, including Clause 4.8 below.
- You acknowledge and agree that Up⤴️ may, in its sole discretion, cease providing over-the-air updates for recipes to You upon completion of 7 (seven) years from the date of purchase of delishUp⤴️ by You.Account Registration
- Use or access of delishUp⤴️ and Services or a portion thereof will require the User to have an Up⤴️ account which User can set up via the set-up process available through delishUp⤴️ or at https://app.upliance.ai. Existing Up⤴️ account holders may enjoy delishUp⤴️ and Services by simply logging in. Up⤴️ reserves the right to make certain content available to non-registered Users, such as recipe previews, however, the availability of such content is subject to Up⤴️’s sole discretion.
- During the Up⤴️ account registration, the User must provide correct and complete information. In the event of the User data being or becoming incorrect or incomplete, the User must update such data in a timely manner.
- Usage of the Up⤴️ account shall also be subject to the end-user license agreement provided in Annexure B of this AgreementUsage Restrictions
The User shall:
- Only use delishUp⤴️ and Services for their own personal and non-commercial purposes, and shall not use delishUp⤴️ and Services for any other purpose, except for purposes separately permitted by Up⤴️ in writing;
2. Only use delishUp⤴️ and Services in the geographic territory of India; not work around any technical limitations of delishUp⤴️ and Services; not hack, modify, reverse engineer, reproduce, duplicate, copy, re-transmit, distribute, sell, trade, or resell all or any portion of delishUp⤴️ and Services; not engage in any activity that may cause interference with or disruption to delishUp⤴️ and Services or any servers or networks that are connected to delishUp⤴️ and Services;
- not modify, damage, or delete the content provided by Up⤴️, including the recipes;
- use delishUp⤴️ and Services, including the recipes and any smart feature, in any way that may cause injury to any person or entity; is false or misleading;
- infringes any third party’s copyright, patent, trademark, trade secret, or other proprietary rights;
- violates anyone’s rights to privacy or publicity;
- violates any applicable law or regulation;
- includes content or links to content that could be considered defamatory, libelous, knowingly false, fraudulent, indecent, violent, obscene, profane, hateful, racially or religiously biased, threatening, or harassing; or is inconsistent with the safe and proper use of the delishUp⤴️ and Services;
- not frame or mirror any portion of delishUp⤴️ and Services, or incorporate any portion of delishUp⤴️ and Services into any other product or service without Up⤴️’s express prior written consent;
- not access any feature of delishUp⤴️, including smart features, in order to build a similar or competitive service or product; and not violate any instructions made available to such User in connection with delishUp⤴️ and Services, including those forming part of the Owner’s Manual, available at www.upliance.ai/ownersmanual.
1. In addition to the recipes provided by Up⤴️, as a part of the Services, the User may also create his/her own recipes which can consist of recipe texts, supplementary texts, photos, and other content (“Self-Created Recipes”). The User may also add recipes to his/her Up⤴️ account by importing recipe texts and photos from third-party websites using the import function (“Imported Recipes”). Self-Created Recipes and Imported Recipes are referred to jointly as “User Recipes” in this Agreement.
2. Depending on the technical and legal feasibility of delishUp⤴️ and Services, Up⤴️ enables the User to share his/her own User Recipes with a number of personal contacts, and to similarly receive User Recipes shared by personal contacts (“Shared User Recipes”). The User may add Shared User Recipes to his/her Up⤴️ account; however, the User may not share Shared User Recipes which have been received from other User(s).
3. Depending on the technical and legal feasibility of delishUp⤴️ and Services, Up⤴️ enables the User to publish his/her User Recipe on the platform of Up⤴️ (“Up⤴️ Platform”) for access to all other Users of delishUp⤴️ and Services.
4. Responsibility of User Recipes:
- The User who creates Self-Created Recipes or imports Imported Recipes to his/her own Up⤴️ account is fully responsible for such recipes, including the right to use such recipes. The User represents and warrants that he/she possesses the right and/or license to use, access, or share the User Recipes via delishUp⤴️.
- The User is also fully responsible for User Recipes with regard to safety and the intended use of delishUp⤴️ when using User Recipes. In this context, the User is responsible in particular for compliance with Up⤴️’s general use and safety instructions published by Up⤴️ for delishUp⤴️, available at https://www.upliance.ai/ownersmanual .
5.The User shall not add User Recipes to his/her Up⤴️ account, share them or publish them, which contain:
- content other than for cooking recipes for food and beverages for human consumption (containing instructions and tips on ingredients, their preparation, and a photo of the said dish);
- ingredients or instructions which may cause harm or damage to the User, other Users, delishUp⤴️ and Services or to third parties’ health or property;
- third-party content, to which the User does not possess the right or license to use, publish or share, including intellectual property rights to such third-party content, or is prohibited to use, publish or share such content under third-party agreements or applicable law or any order of a governmental/ regulatory authority.
- The User acknowledges that the User Recipes are not provided by Up⤴️, but are either created by the User himself/herself or provided by other users or third parties. The User shall therefore exercise a reasonable degree of caution while using such User Recipes via delishUp⤴️. Up⤴️ shall, in no case whatsoever, be liable for the User Recipes or its usage within delishUp⤴️.
- In relation to the User Recipes, Up⤴️ shall only be responsible for operating the platform and acting as a mere hosting provider, which enables Users to use, share and/or exchange User Recipes with each other. Up⤴️ has not reviewed any User Recipes as to their content and cannot ascertain if such User possesses the right or license to use, share or exchange such User Recipe(s). Up⤴️ cannot, therefore, be held liable for the contents of, or rights to, the User Recipes. Notwithstanding anything herein, Up⤴️ reserves the right to take down and block a User Recipe after being notified that such User Recipe violates/infringes any term or condition of this Agreement or any third-party rights or applicable law.
- Any violation or infringement by a User, as contemplated under Clause 5.4.5 above, can be notified by such User, any other User or a third person, to Up⤴️ at firstname.lastname@example.org.
Grant of Rights to User Recipes:
- In creating and importing User Recipes, the User grants the respective necessary rights to such recipes (“Usage Rights”) to Up⤴️. Unless stipulated otherwise, the Usage Rights are limited to the respective Scope of Use designated by the User (as mentioned under Clause 5.5.2 below), granted on a non-exclusive basis, unlimited in terms of territory and time, may be transferred or sublicensed by Up⤴️ to third parties to the extent necessary to operate delishUp⤴️ and provide delishUp⤴️ and Services, and are free of charge. In addition, Up⤴️ shall be entitled to use such User Recipe for the promotion of, and advertising for delishUp⤴️ and grant respective licenses to third persons, e.g., advertising agencies, for such promotional purposes.
- Unless stipulated otherwise and within the limits of the respective Scope of Use as defined below, the Usage Rights include in particular the right to reproduce, to distribute, to make publicly available, to broadcast, to edit the User Recipe for technical or editorial reasons and to reproduce it by means of visual and audio media. Should new technical possibilities for the use of the User Recipes become known, the Usage Rights shall extend to those as well. If the User Recipe contains the name or other personal data of the User, the Usage Rights shall also contain the right to use such name or personal data. The User, in this regard, acknowledges and provides consent to such usage of his/her name or personal data, within the said User Recipe. The scope of Usage Rights relates to the following scope of use of the User (“Scope of Use”):
- When a User adds a User Recipe to his/her Up⤴️ account, the Usage Rights cover the User’s account to which the User Recipe may be stored (reproduced), distributed, made available, broadcast, etc.
- When a User shares a User Recipe to other Users, the Usage Rights shall also cover the User accounts of those recipient Users with whom the User Recipe was shared. By extension, if a User receives a User Recipe from another User, such recipient User shall also grant the Usage Rights of said User Recipe to Up⤴️.
- When a User publishes a User Recipe to all other Users on the Up⤴️ Platform, the Usage Rights shall also cover the User accounts of all other existing and future users of delishUp⤴️ and Services.
- User’s warranty on User Recipes: User represents and warrants to Up⤴️ that it has the necessary rights to grant the Usage Rights according to Clause 5.5.1 above and that such grant of rights does not violate applicable law or infringe the rights of any third party.
WARRANTY ON delishUp⤴️
1. The terms of a standard warranty provided on each delishUp⤴️ shall be as mentioned under Annexure A of this Agreement. Any and all repairs and replacements of delishUp⤴️ shall be undertaken in accordance with such warranty terms therein.
2. It is clarified that the warranty on the delishUp⤴️ shall only be provided to the original User or purchaser of the delishUp⤴️ whose name is provided on the purchase invoice generated for such delishUp⤴️. No warranty shall be provided on the delishUp⤴️ where such delishUp⤴️ has been resold to another person or whose ownership has passed to another person.
1. The actual delishUp⤴️ device may differ from the images of the product shown on Up⤴️’s website and Up⤴️ shall not be responsible for any deviation or difference in the actual delishUp⤴️ delivered and the images shown on the website.
2. The taste of any recipe or item cooked via delishUp⤴️, whether or not such recipes are provided by delishUp⤴️, shall always remain subjective depending on the person tasting the cooked recipe or item, and such taste may be different from expected. Up⤴️ shall in no way be held responsible for the taste of any dish, item or recipe cooked via delishUp⤴️.
3. The colour and image of any recipe or item cooked via delishUp⤴️ may not match with the exact colour and image of said recipe or item displayed via delishUp⤴️, as images displayed via delishUp⤴️ are mere representations of a recipe or item. Up⤴️ shall in no way be held responsible for any mismatch in colour of any dish, item, or recipe cooked via delishUp⤴️.
4. Any displayed recipe cooked via delishUp⤴️ shall depend on the quality, freshness, and accuracy of the ingredients/instructions applied by the User.
5. The nutritional value and calorie content of a recipe displayed via delishUp⤴️ is only indicative in nature and shall not be considered by the User as precise and error-free indicators of the relevant recipe.
6. The quality, quantity, consistency, and nutritional value of the recipes via delishUp⤴️ shall depend on the type and state of the ingredients and the presence of environmental factors which may affect the utility of such ingredients and/or delishUp⤴️.
7. The recipes and ingredient content therein, as displayed by delishUp⤴️, may contain allergens. The User is required to exercise due diligence and caution while implementing such recipes via delishUp⤴️. In no event whatsoever shall delishUp⤴️ be responsible for any allergens contained in the recipe, item, or dish cooked via delishUp⤴️.
8. Video demonstrations provided via delishUp⤴️ or in relation to the delishUp⤴️, on how to cut/wash ingredients and/or operate the delishUp⤴️, are only representations and are meant to help the User who is operating the delishUp⤴️.
9. The User shall be required to exercise due diligence and caution while following such video demonstrations and/or using the delishUp⤴️, and delishUp⤴️ shall not be liable for matters in this regard, including injuries or burns impacting the User during his/her use of the delishUp⤴️.
LIMITATION OF LIABILITY
1. Except as provided under the Warranty Terms herein, Up⤴️ will not be liable for (a) any indirect, incidental, consequential, special, reliance, exemplary, or punitive damages of any kind arising out of or related to this Agreement or delishUp⤴️ and Services or (b) for any damages related to loss of use of delishUp⤴️ and Services, (c) any unauthorized access to or use of delishUp⤴️ and Services, (d) your data or User Recipe, or any changes to delishUp⤴️ and Services, or any permanent or temporary cessation in the provision of delishUp⤴️ and Services or any portion thereof, regardless of whether such damages are based in contract, tort (including negligence), strict liability or any other legal theory, and even if Up⤴️ is advised in advance of the possibility of such damages. Your sole and exclusive remedy for any claims regarding or issues with delishUp⤴️ and Services or third-party services is to stop using delishUp⤴️ and Services or said third-party services.
2. The maximum aggregate liability of Up⤴️ arising out of or related to this Agreement or delishUp⤴️ and Services shall be the amount paid by You towards Your purchase of delishUp⤴️. All limitations of liability of any kind (including in this clause and elsewhere in this Agreement) are made on behalf of the affiliated entities.
1. You agree to defend, indemnify and hold harmless Up⤴️, its affiliated entities, and their respective officers, directors, agents and employees, from and against all claims, damages, losses, costs, and expenses (including attorneys’ fees) arising out of (i) your use of, or activities in connection with, delishUp⤴️ and Services and/or User Recipe; or (ii) any violation or alleged violation of this Agreement by You; or (iii) violation of any law, rules, regulations, or rights of a third party.
2. You hereby expressly release Up⤴️ and/or its affiliates and/or any of its officers and representatives from any cost, damage, liability, or other consequence of any of the actions/inactions of its vendors and specifically waiver any claims or demands that You may have in this behalf under any statute, contract or otherwise.
INTELLECTUAL PROPERTY RIGHTS
1. Up⤴️ and its licensors reserve all of their rights, titles, and interests in and to delishUp⤴️ and Services, content, logos, recipes, manuals, and other materials created by them, including all of their related intellectual property rights. Up⤴️ owns all rights, titles, and interests in and to Up⤴️’s registered and unregistered, domestic and foreign, trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to delishUp⤴️ and Services. No one may copy, reproduce, transmit, post, distribute, or create derivative works from delishUp⤴️ and Services without express, prior written authorization from Up⤴️. No rights are granted to You hereunder other than as expressly set forth herein.
2. You must not remove, obscure, or alter any proprietary rights (including copyright and trademark notices) which are affixed to or contained within delishUp⤴️ and Services.
- Governing Law and Dispute Resolution: This Agreement shall in all respects be governed by and construed in accordance with the laws of India. The courts of Mumbai shall have exclusive jurisdiction for any and all disputes arising out of or in connection with this Agreement.
- Prior agreements: This Agreement constitutes the entire agreement between You and Up⤴️ and governs your use of delishUp⤴️ and Services, superseding any prior agreements between you and Up⤴️ with respect to delishUp⤴️ and Services.
- Changes to this Agreement: Up⤴️ may make changes to the terms of this Agreement from time to time. When material changes are made, Up⤴️ may provide Users with reasonable advance notice before such changes become effective.****
- No Waiver: The User agrees that if Up⤴️ does not exercise or enforce any legal right or remedy which is set out in this Agreement, or which Up⤴️ has the benefit of under any applicable law, such will not be construed as a waiver of Upliance's rights or remedies and that such rights or remedies remain available to Up⤴️.
- The invalidity of provisions: If any provision of this Agreement is held to be invalid by any judicial or administrative authority, then that provision will be removed from this Agreement without affecting the remaining clauses or provisions of this Agreement, which will continue to be valid and enforceable.
- Affiliates: The User acknowledges and agrees that each Up⤴️ affiliate shall be a third-party beneficiary to this Agreement and shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or rights in favour of) them.
- Assignment: The User may not transfer or assign this Agreement or any of the User's rights or obligations arising hereunder. Any transfer in violation of this Agreement shall be void.
- Force Majeure: Up⤴️ will not be liable or responsible for any failure to perform, or delay in performance of delishUp⤴️ and Services, or obligations under this Agreement that is caused by acts or events beyond Up⤴️’s reasonable control.
- Relationship: The User and Up⤴️ are independent of each other and nothing in this Agreement shall make them partners, employees, agents, or other representatives of each other.
- COMMUNICATION BETWEEN US
If you wish to contact us in writing, or if any condition in this Agreement requires you to give us notice in writing, you can send this to us by e-mail at email@example.com. We will confirm receipt of this by contacting you by e-mail. If we have to contact you or give you notice in writing, we will do so by e-mail to the address stated in your Account.
React Labs Private Limited (“Up⤴️”) offers the original purchaser (“Purchaser”) of delishUp⤴️, warranty on the terms and conditions set out below (“Warranty”).
Up⤴️ warrants that the following Accessories / Parts of delishUp⤴️ shall be free from defects in material and workmanship, arising under normal domestic use and service for a Warranty period of One (1) year from the date of purchase of delishUp⤴️:
- Main Body
- Measuring Cap
- Butterfly Whisk
- Steamer Basket
- Blade Cover
Up⤴️’s obligations shall be limited to repairing or providing the replacement of the Accessories / Parts of delishUp⤴️ covered under this Warranty which, on Up⤴️’s examination, and at its sole discretion, prove to be defective within the term of said Warranty. Warranty and service is only applicable to product owned and used within Bengaluru city limits.
- This Warranty shall not apply to defects arising or damage caused, in Up⤴️’s opinion by reasons of:
- improper/unauthorized installation or repairs or replacement or servicing or opening of delishUp⤴️ or parts thereof or any attempt to do the same by Purchaser or any person/dealer other than an Up⤴️ authorized service center.
- Improper electrical connections, due to pulled-out power cord, faulty wiring, blown fuse or low/high voltage, or improper electrical circuit resulting in the non-operation of delishUp⤴️ or its parts thereof.
In cases where the above conditions are observed by the authorized service center/service engineer then the Purchaser shall be liable to bear the repair charges incurred during the process and the price of other parts/consumables/spares not covered under the Warranty along with the applicable visit charges. Up⤴️ reserves the right to revise the visit charges at its own discretion.
This Warranty shall also not apply if:
- If the delishUp⤴️ is transported outside city limits warranty and service will be voided. It is understood that it is the sole responsibility of the purchaser to manage if any problems arise.
- The delishUp⤴️ does not have a barcode label/Serial number sticker affixed on it or the Barcode/Serial number of the said device is tampered with, defaced, missing, or altered.
- Unauthorised alterations have been made in the invoice/installation note.
- The delishUp⤴️ is used in a manner or for a purpose for which it is not designed/made.
- The delishUp⤴️ is found to be used/implemented inaccurately or incorrectly, in relation to a recipe and/or instructions of said delishUp⤴️.
- The delishUp⤴️ is found to be used/implemented in cooking User Recipes.
This Warranty holds good and applies only so long as there is correct use and maintenance of delishUp⤴️ as detailed in the Product Terms and Conditions, Owner’s Manual, and other terms applicable to delishUp⤴️.
- To claim the Warranty, the delishUp⤴️ should be in the possession and/or in use by the original Purchaser during the Warranty from the date of purchase as provided in the original invoice. Up⤴️ reserves the right to request proof of purchase that records the date of purchase, the model, and a serial number of the said device, prior to accepting any warranty-related claims. If the Purchaser fails to produce the necessary documentation or if unauthorized corrections/alterations are found to be made in the invoice/installation note, then any repair work or assistance shall be provided to the Purchaser on a chargeable basis at Up⤴️’s sole discretion.
- This Warranty will continue to be in force for the period mentioned above, irrespective of what repairs and replacements may be provided under it and such repairs or replacement, as the case may be, shall not attract any fresh Warranty. In the event of repairs/replacement of any part/accessory, this Warranty will thereafter continue to be in force for the remaining period of the Warranty.
- The Warranty will automatically terminate on the expiry of the Warranty period (as mentioned above) for delishUp⤴️, from the date of purchase as per the invoice to such device. Even if the delishUp⤴️ may not be in use for any time during the Warranty period for any reason whatsoever including any technical breakdowns, the time taken for such repairs/ replacements of parts and transit, whether under this Warranty or otherwise shall not be excluded from the Warranty period.
- Up⤴️’s employees or dealers and/or authorized trade partners or authorized service centers/engineers have no authority to vary the terms of this Warranty.
- While Up⤴️ will make every effort to carry out repairs/replacement of the delishUp⤴️ or its parts thereof, under this Warranty, as soon as practically possible. It is expressly made clear that Up⤴️ shall not be liable to carry out any repairs/replacement, within any specified period of time.
- To file a Warranty claim within the Warranty period, the Purchaser shall connect at firstname.lastname@example.org. A representative of delishUp⤴️ shall connect with you within a reasonable period of time, in relation to such Warranty claim.
- Up⤴️ or its authorized service center shall effect repairs/replacements of the delishUp⤴️ or its parts thereof, either at Purchaser site or at service station of authorized service center(s), at the sole discretion of Up⤴️.
- In no event shall Up⤴️ be liable to the Purchaser for any incidental or consequential damages arising out of the use or inability to use delishUp⤴️ or any claim by any other party. All claims are limited to the repair or the replacement of defective parts/accessories of delishUp⤴️, during the applicable Warranty period. Up⤴️ is not liable for any delay in repairs/replacements due on account of any conditions beyond the control of the Up⤴️ or its authorized service center or representative.
- In case of any replacement of any defective parts/accessories of the delishUp⤴️, the defective parts/accessories of the delishUp⤴️ should be returned to Up⤴️. No replacement of the defective part/accessory of the delishUp⤴️ shall be done unless Purchaser returns the said defective part/accessory, as the case may be, to Up⤴️’s authorized service center/engineer.
- The Purchaser at all times shall preserve the original invoice and warranty card for necessary verification and produce the same as and when required by Up⤴️.
- Up⤴️ reserves the right to alter the terms and conditions of the present Warranty at any time with its sole discretion without any prior notice.
- The courts of Mumbai shall have exclusive jurisdiction for settling any claims or disputes or matters arising out of this Warranty.
- The Warranty shall only cover the accessories/parts of delishUp⤴️ mentioned above, for a period of One (1) year and shall not cover any other accessories of the delishUp⤴️ including the weighing scale slab, the spatula, and the measuring spoons.
- The Warranty is applicable, if the product is purchased from an authorised seller within India. This Warranty extends only to original Purchaser and is non-transferable.
- Any cases of missing part(s)/accessories, faults, and/or defects which do not conform to the device specifications (“Defects”) which can reasonably be discovered through visual inspections on the date of purchase or immediately thereafter must be reported within twenty-four (24) hours of the date of purchase by calling on Up⤴️’s dedicated consumer care number +91 89049 62940, failing which, no Defects will be deemed to be present at the time of purchase. Claims relating to such Defects must be supported in writing by, or processed through, the authorised dealer or retailer where you have purchased Your delishUp⤴️.
END USER LICENSE AGREEMENT
- This is an end user license agreement (“EULA”) between You, as the User of delishUp⤴️ (referred to as “You”/ “Your”) and React Labs Private Limited, a private limited company incorporated under the Companies Act 2013 and having its registered address at 702, Florentine, A Wing, Powai Hiranandani Garden, Mumbai, Maharashtra – 400 076, India (also referred to as “Up⤴️”, “Upliance”, “Upliance.ai” “React Labs” or “Licensor”) in relation to the licensing of the software (hereinafter referred to as the “Licensed Application”) that is available through the smart cooking appliance ‘delishUp⤴️’ (“Device”) to You.
- By executing this EULA, You agree to be bound by the terms and conditions set forth in this EULA. If You do not agree to the terms and conditions set forth in this EULA, then please do not use the Device, Licensed Application or the Services (as defined under the Terms and Conditions available at www.upliance.ai/ownersmanual in connection with the Device. By using the Device, You shall be deemed to have read, understood and accepted to be bound by this EULA.
1. Limited License to use the Licensed Application
Subject to the terms of EULA, the Licensor grants You a royalty-free, non-exclusive, personal, limited, non-transferable, revocable and non-sublicensable license of the Licensed Application to use the Device, in accordance with the terms of this EULA. No other rights to the Licensed Application are granted.
2. Permitted Use
This EULA allows You to use the Licensed Application on the Device, when You use or access such Device ṁ for the limited purposes set out in the Terms and Conditions. The Licensed Application is installed in the Device to enable You to interact with the Device, and the License Application provides instructions to the hardware of the Device to perform its functions. You agree to comply with applicable law related to the use of the Licensed Application and the Device.
2.1 You may share Your account with other Users for the limited purposes of using or accessing the Device and the Services. For this purpose, You may share Your Account Data with these persons. The terms and conditions set out in this EULA shall also apply to such members of the household that use Your Account Data to use or access the Device and Services.
3. Licensee Covenants
You undertake to keep secret Your own account data used to access the Device and Services (“Account Data”). Furthermore, You will be responsible for any and all activities that occur under Your account, including account sharing as set out in Clause 2.1.
You shall notify the Licensor immediately of any unauthorized use of Your account or any other security breaches.
- Restrictions on the use of the Licensed Application:
Except for accessing the user interface, You shall not, nor permit anyone else to:
- directly or indirectly, (i) access, copy, distribute, decrypt, decouple, remove, reverse engineer, reproduce, decompile, disassemble, discover, display, modify, tamper, or create derivative works of the source code, object code, or underlying design / structure, ideas, or algorithms of the Licensed Application, or (ii) otherwise attempt to discover the source code or structure, sequence and organization of the Licensed Application, whether in whole or in part, including any corrections, enhancements, updates, modifications, customizations, versions, or translations thereto.
- remove, circumvent, disable, damage, or otherwise interfere with security-related features, features that prevent or restrict use or copying of any content, or features that enforce limitations on use of the Licensed Application.
- delete the copyright and other proprietary rights notices of the Licensed Application.
- remove or obscure any proprietary notice including any copyright notice of Up⤴️, our affiliates, partners, or suppliers.
- use any proprietary information of Up⤴️ in the design, development, manufacture, licensing, or distribution of the Licensed Application.
- distribute the Licensed Application or otherwise use it for commercial use.
- sell, offer to sell, rent, lease, sub-lease, sub-license, copy, transfer, or assign any part of the Licensed Application to any third-party.
- use the Licensed Application in order to build a competitive device.
- download or republish any part of the Licensed Application in any form or by any means, except as expressly stated herein.
- use, or encourage, promote, facilitate or instruct other end-users to use the Licensed Application for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.
- use the Licensed Application in order to:
(i) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a system or a device or data; or
(ii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Licensed Application.
- sell or sub-license any Data (defined below) generated from the Licensed Application.
- impact or attempt to impact the efficiency of the Licensed Application in any form or method.
You agree and acknowledge that the Licensed Application will generate data from the Device, including but not limited to, what kind of meal was prepared by You, how You cooked the meal, the meal preparation time, trending recipes in the User(s) community, number of times a meal has been cooked, and the rating of such meals ("Data”). The Licensor may use this Data solely to improve its devices or to provide customized Services to You.
Up⤴️ shall unconditionally own all the Data and other information (if any) generated from the Licensed Application. Up⤴️ makes no warranties and disclaims all liability for any inaccurate data that may be generated via the Licensed Application. However, if Up⤴️ is notified of the generation of such inaccurate Data, Up⤴️will on a best-efforts basis cure such inaccuracy or generation of inaccuracy, wherever possible.
- Content Provided by You
Any Content submitted, uploaded or posted by You, on behalf of You, on or through Your Device will be considered non-confidential, subject to applicable laws.
By posting, submitting, uploading or otherwise transmitting User Recipe / Shared User Recipes (as defined in the Terms and Conditions) in any way, You grant Up⤴️a perpetual, irrevocable, unrestricted, non-exclusive, worldwide, fully paid-up, royalty free, sub-licensable license to use, modify, change, copy, disclose, license, perform, display, post, publish, distribute, transmit or otherwise use such User Recipe / Shared User Recipe in any manner, create derivative works thereof or incorporate the User Recipe / Shared User Recipe into other work anywhere in the world.
We have the right to remove any User Recipe / Shared User Recipe from the Licensed Application, and any other our systems, for any reason including if, in our sole opinion, such User Recipe / Shared User Recipe is unnecessary, offensive, indecent, objectionable, infringes third-party intellectual property rights or violates applicable laws.
We do not control the User Recipe / Shared User Recipe and do not warrant the nature, accuracy, integrity, appropriateness or quality of the Shared User Recipe. You warrant that any of Your User Recipe / Shared User Recipe does not and will not infringe any third-party intellectual property rights.
You are solely responsible for all User Recipes / Shared User Recipes that You upload, post, email, transmit, or otherwise make available on the Licensed Application. We assume no liability for such User Recipe / Shared User Recipe.
5. Advertisements and Customer Service Communications
You understand and agree that the Services may include certain communications from us or third-parties such as advertisements, update announcements, administrative messages and other materials (“Communications”). As those Communications are part of the Services, You may not opt out of receiving them. However, You will have the option to mute notifications in relation to such Communications on Your delishUp⤴️.
6. Software Update
Up⤴️maintains a policy of improvement of its Services and reserves the right to change or update the Licensed Application and, to the fullest extent permitted by applicable law. You shall provide connectivity to Your Device in order to receive over-the air (“OTA”) updates and bug updates. In order to continue using the Licensed Application, You shall accept such software updates through the OTA stream.
7. Third-Party Services and Third-Party Content
We make no representations or warranties with respect to any third-party services or third-party content, and You agree that Up⤴️shall in no event be liable for any direct, indirect, incidental or special or consequential loss or other damage, attorney’s fees and expenses arising out of, or in connection with, Your use or access to such third-party services or third-party content.
8. Intellectual Property Rights
All copyright, trademark, patent, design, technical know-how, and other intellectual property rights (whether registered or not) to the Licensed Application, including corrections, enhancements, updates, modifications, customizations, versions, translations or any derivatives thereto, are the sole and absolute property of the Licensor. Your usage of the Licensed Application does not transfer any rights to the Licensed Application, except for the limited license to use the same for accessing Data.
The intellectual property of any third-party shall solely vest in such third-party.
The Licensor reserves all rights, title and interest in and to the Licensed Application and any of its solutions and analytical applications.
The Licensed Application, including, but not limited to its text, graphics, logos, along with the button icons, images, scripts and service names (if any) constitute trademarks/trade dress of the Licensor. The trademarks and trade dress of the Licensor shall not be used in connection with any product or service that is not affiliated with the Licensor or in any manner that is likely to cause confusion among end-users or potential users or dilute the rights of or disparage or discredit the Licensor.
The Licensed Application shall permit You to rate any recipe on the Device. You may also choose to provide any improvements, suggestions, recommendations or other feedback on such recipes or the Device itself at email@example.com or +91 89049 62940. The Licensor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Licensed Application any improvements, suggestions, recommendations or other feedback provided by You relating to the Licensed Application.
9. Limitation and Disclaimer of Warranty
You agree that You assume full responsibility for Your use of the Licensed Application.
You agree that any information You send or receive during Your use of the Licensed Application may not be secure and may be intercepted or later acquired by unauthorized parties. You agree and acknowledge that Your use of the Licensed Application is at Your own risk.
The Licensed Application is being provided on an “as-is” basis without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Recognizing the risks outlined herein, You agree that, to the fullest extent permitted by applicable law, neither the Licensor or its affiliates or their respective employees, partners, directors, trustees or shareholders shall be liable to You for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability or any other theory (even if the Licensor had been advised of the possibility of such damages), resulting from Your use of the Licensed Application.
The Licensed Application may include certain software code that is licensed under various free and open-source licenses. The Licensor does not make any representation or warranty with respect to any open-source software that may be included in the Device. The Licensor hereby disclaims all liability to You regarding any such software that may be included in the Licensed Application.
The Licensor does not guarantee that the Licensed Application or Your ability to use the Licensed Application will function without interruption or errors in functioning. In particular, the operation of the Licensed Application may be interrupted due to maintenance updates, or system or network failures (if any).
However, if Licensor is notified of any interruption or errors in functioning of the Licensed Application, Licensor shall on a best-efforts basis cure such interruption or functional errors, wherever possible. The Licensor disclaims all liability with respect to delay in using the Licensed Application.
10. Limitation of Liability
Nothing in this EULA restricts, excludes, or modifies, or purports to restrict, exclude, or modify any mandatory statutory consumer rights under applicable law.
Subject to applicable law, in no event shall the Licensor be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, or losses that were not foreseeable to You or the Licensor at the time You agreed to this EULA, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to Your use or inability to use the Licensed Application, however caused, and even if the Licensor has been advised of the possibility of such damages.
You agree to indemnify, defend and hold harmless the Licensor, and its affiliates, and their respective officers, partners, directors, employees, contractors, and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs, due to or arising out of Your failure to comply with this EULA or if any of the representations/warranties/covenants under this EULA are untrue, any fraud or misrepresentation, and/or non-compliance with applicable law. The Licensor reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, and in such case, You agree to fully cooperate with such defence and in asserting any available defences.
This EULA shall continue until terminated as set forth in this provision. You may terminate this EULA at any time by decommissioning Your Device.
Where You have breached this EULA, You shall promptly notify the said breach to the Licensor. Where You have breached this EULA without knowledge of the same, the Licensor will notify the said breach to You. The Licensor may terminate this EULA if You do not cure such notified breach of this EULA within 15 (Fifteen) days of notification of such breach, as notified by You or the Licensor (whichever is earlier).
The Licensor may terminate this EULA by providing the Licensee written notice of 15 (Fifteen) days and thereafter You shall be prohibited from using the Licensed Application. The Licensor reserves the right to unilaterally modify, discontinue or withdraw the Licensed Application in whole or in part, with notice to You.
The provisions which are by their nature, intended to survive the expiry or termination of this EULA, shall survive the termination of this EULA, including all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties and limitations of liability, and the provisions of this section.
The termination or expiration of the EULA will not limit any of the Licensor’s rights or remedies under this EULA or under applicable law.
13. Force Majeure
Up⤴️ will not be responsible for any failure or delay in its performance under this EULA due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain raw materials, war, terrorism, riot, or acts of God, including but not limited to, floods, earthquake, tsunami, fire, and draught.
14. Changes to the EULA
To the extent permitted by applicable law, Up⤴️ may modify or discontinue offering the Licensed Application at any time for valid reasons (e.g., to reflect changes in relevant laws, to protect the security, or to implement technical adjustments and improvements). Up⤴️shall notify You by reasonable means of any modifications that will have a material adverse effect on the use of the Licensed Application, taken as a whole.
The Licensor reserves the right to make changes to the EULA at any time without any restriction, and will duly notify such changes to You. Your continued use of the Licensed Application after any changes to the EULA, will constitute acknowledgment of the new EULA and Your agreement to abide and be bound by any modifications to them.
15. Assignment or Transfer
You are not permitted to transfer, assign or otherwise dispose of this EULA which is personal to You, or any of Your rights or obligations arising under this EULA without our prior written consent.
No waiver of by us of any term or condition set forth in this EULA shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any our failure to assert a right or provision under this EULA shall not constitute a waiver of such right or provision.
If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the EULA shall continue in effect.
18. Entire Agreement
This EULA constitutes the sole and entire agreement between You and Up⤴️with respect to your use of the Licensed Application, Device and the Services, and supersedes all prior understandings, agreements, representations and warranties, both written and oral, with respect to Your use of the Device and the Services.
19. Governing Law and Dispute Resolution
This EULA shall be governed by and constructed in accordance with the laws of India, without reference to conflict of laws principles. The courts in Mumbai, India shall have the exclusive jurisdiction to determine any disputes arising in relation to, or under this EULA.
20. Contacting You
We may provide you with notices (including notices relating to changes to this EULA or termination of the Services or parts thereof) by email or via the Device.
21. Trial Period
It is clarified that, except for Clause 12 (Termination), all the provisions of the EULA are applicable to the 1 (One) week early access program, where You have the option to trial the Device and its Services in Your own respective kitchen(s). The termination for the trial period will be in accordance with the Trial Period Terms and Conditions (www.upliance.ai/ownersmanual).