Terms and Conditions

These Terms of Service (“Agreement”) apply to the use of website – www.upsidehealth.in and hereby referred to as the "Platform". For the purposes of this Agreement, wherever required, "you" or "user" shall mean any person including any natural or legal person who uses the Platform, and “we” or “us” shall mean the company - Reset Foods Private Limited.

ACCEPTANCE

You should review this Agreement when you visit the Platform to make sure that you understand the terms and conditions governing its use and/or the purchase of Products (defined below). If you do not agree with this Agreement, please terminate your use of the Platform immediately

ELIGIBILITY

You shall not use the Platform if you are under eighteen (18) years of age. By using the Platform, you acknowledge and agree that you are fully able and competent to understand and agree to the terms and conditions of this Agreement.

We reserve the right to terminate or refuse your access to the Platform, if you are below eighteen (18) years of age or otherwise incompetent to contract as per the applicable law.

TERMS OF USE

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Platform, subject to the terms of this Agreement. You hereby, agree that you will not violate any laws in connection with your use of the Platform or interfere with or try to disrupt the Platform.

You understand and accept that all information, data, text, software, music, sound, photographs, graphics, audio, video, message or other material appearing on the Platform including the brand name - Upside Health (collectively called “Content”) are owned by Reset Foods Private Limited or it's licensors. You are expressly prohibited from using any Content without our written consent. Other than otherwise stated in this Agreement, none of the Content may be reproduced, distributed, republished, downloaded, displayed, posted, transmitted, or copied in any form or by any means, without our prior written permission and/or of the appropriate licensor. Permission is granted to display, copy, distribute, and download the materials on the Platform solely for your personal, non- commercial use provided that you make no modifications to the materials and that all copyright and other proprietary notices contained in the materials are retained. You may not, without our written permission, 'mirror' any material on the Platform or any other server. Any permission granted under this Agreement stands automatically terminated without further notice if you breach any of the above terms, upon which, you agree to immediately destroy any downloaded and/or printed Content.

You shall not share any information on the Platform that

• belongs to another person, impersonates another person or harm minors in any way;
• is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
• infringes any patent, trademark, copyright or other proprietary rights or violates any law for the time being in force;
• deceives or misleads the addressee about the origin of such messages or communicates any information which is offensive or menacing in nature;
• contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Platform;
• threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting any other

You agree not to collect information of other users from the Platform in any way in order to communicate with them or for any other reason.

ANY USE OF THE PLATFORM NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.

PRODUCTS, ORDERING AND PRICING

Reset Foods Private Limited is currently delivering products listed on the Platform (“Products”) and providing various offers mentioned on the Platform (“Offers”) only at select locations in Pune. We will not be able to delivery at any place other than the Operating Locations. Any modification in the same shall be mentioned on the Platform.

All Products are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue Products without notice, even if you have already placed an order.

All displayed descriptions, colors and images of our Products on our Platform are taken well care of, but we do not take responsibility for variations in pictorial representations or color variations of the same due to technical reasons. Prices and descriptions of the Products can be changed at our sole discretion, without any notice.

We shall not be liable to you or to any third-party for any modification in price, suspension or discontinuation of the Products.

The Platform allows you to place orders for Products in standard quantities and the price displayed on the Platform for each is also calculated on the basis of the standard quantity of the Product. There may be a difference between the quantity ordered and the quantity supplied, due to the nature of the product.

You will only be charged for the quantity of the Product that you are supplied with. In case the same is less than the quantity you ordered, any excess amount paid by you shall be refunded to you where the mode of refund shall be determined by use. In case the quantity of the Product supplied to you exceeds the quantity ordered by you, any additional amount due from you will be adjusted against your next order.

The Products sold on the Platform are perishable goods. Hence, we recommend that you read the instructions written on the packaging of each Product carefully, before using the same.

Any offers mentioned on the Platform shall be subject to the terms and conditions listed by us on the Platform. Reset Foods Private Limited has proprietary rights and trade secrets in the Products. You shall not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by us.

DELIVERY, SHIPPING CHARGES AND TAXES

We take care to deliver your orders on time, but we do not guarantee the same in case of certain situations. We will, however, keep you updated about any delays in the delivery of Products. We may charge for shipping, along with the applicable taxes.

PLATFORM

Intellectual Property Rights and Third-Party Links

Reset Foods Private Limited is the owner of the brand Upside Health and the Platform and has the exclusive right, title, and ownership of any and all intellectual property rights arising out of its brand and the Platform.

We may occasionally post links to third-party websites or other services on the Platform. We are not responsible   or liable for any loss or damage caused as a result of your use of any third-party services linked to or from the Platform.

Our Platform also offers information related to nutrition and physical health, both directly and through third-party links. Such information is for general use and you may depend on it solely at your own risk. You agree that we will not be liable for any consequential damages arising out of the use of such information. As for any third-party content provided through the Platform, the sole responsibility for the same relies on the person/entity who makes it available.

User Account

To access and use the Platform, you can register with us by providing the required information and ensuring that it is accurate.

You are responsible for protecting your password. We will not be liable for any loss or damage if you fail to maintain the security of your account and password. The billing information you provide us, including payment details, billing address and other payment information, is subject to the same accuracy requirements as the rest of your identifying information. Providing false or inaccurate information or using the Platform to further fraud or any unlawful activity is grounds for immediate termination of this Agreement.

By posting, storing, or transmitting any content on the Platform, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. We do not have the ability to control the nature of the user- generated content offered through the Platform. You are responsible for your interactions with other users of the Platform and any content you post. We are not liable for any damage or harm resulting from any interactions

between users. We reserve the right, but have no obligation, to monitor interactions among users of the Platform and to remove any content we deem objectionable, at our sole discretion.

Reverse Engineering & Security

You agree not to reverse engineer or disassemble any code or software or attempt to do so from or on the Platform. You agree not to violate the security of the Platform through unauthorized access, circumventing encryption or such security tools, data mining or interference to any host, user or network. You agree not to use the Platform for illegal, spam activities, including collecting email addresses and personal information from others or sending mass commercial emails.

Communication and opt out

When you use the Platform or send emails or share any data with us, you consent to receive or continue to receive communication through different mediums for from us periodically and as and when required.

You may choose to opt-out from receiving marketing and solicitation communications by following the steps below.

You may send an email to: hello@upsidehealth.in

You may send a written removal request to our Grievance Officer mentioned at the end of this document.

DISCLAIMER OF WARRANTIES

Your use of this Platform is at your own risk. The Platform, Products and offers are offered on an "as is" and "as available" basis. To the extent permitted under applicable laws, Reset Foods Private Limited expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Products or Platform, or any reliance upon or use of the Platform or Products.

Without limiting the generality of the foregoing, we provide no warranty that the content and the links to third- party platforms provided on this Platform are accurate, reliable, complete, or timely.

No advice or information, whether oral or written, obtained by you from this Platform will create any warranty, not expressly stated herein, as to the results that may be obtained from the use of the Products or that any defects in the Products will be corrected.

LIMITATION OF LIABILITY

The entire liability of Reset Foods Private Limited and your exclusive remedy, in law, in equity, or otherwise, with respect to the use of Platform, Products, offers and/or for any breach of this Agreement is solely limited to the amount you paid in last one month from any such claim arising, less shipping and handling costs and taxes, for Products purchased via the Platform.

To the extent permitted under applicable laws, we will not be liable for any direct, indirect, incidental, special or consequential damages in connection with this Agreement or the use of Platform, Products and offers in any manner, including liabilities resulting from (1) the use or the inability to use the Platform, Products or offers; (2) the cost of procuring substitute Products; or (3) any lost profits, loss of goodwill, loss, theft or corruption of user information that you may allege.

INDEMNIFICATION

You will release, indemnify, defend and hold us and any of our contractors, agents, employees, officers, directors, shareholders, affiliates and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of

• your violation of any provision of this Agreement including the breach of your warranties, representations and obligations under this Agreement by you;
• your use of the Platform, Products or offers;
• infringement of any intellectual property or other proprietary right of any person or entity including Reset Foods Private Limited by you; or
• any information or data supplied to us by you
  When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide such assurances may be considered by us to be material breach of this Agreement. We have the right to participate in any defense by you of a third-party claim related to your use of the Platform, Products or offers, with a counsel of our choice at its expense. We will reasonably cooperate in any defence by you of a third-party claim at your request and expense. You will have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Platform or Products.

MODIFICATION

Reset Foods Private Limited reserves the right to amend this Agreement at any time, in accordance with applicable law, by posting such amendments on this Platform.

We may alert you of the amendments by mentioning on the top of this Agreement the date it was last revised or by other means. The amended Agreement will be effective immediately after it is posted on this Platform.

PRIVACY

Reset Foods Private Limited believes strongly in protecting user privacy and providing you with notice of use of your data. Please refer to our Privacy Policy.

GENERAL

Force Majeure

Events outside our control, which are not reasonably foreseeable, shall be considered force majeure, meaning that we will not be deemed in default hereunder or held responsible for any cessation, interruption or delay in the performance of our obligations due to such conditions. Examples of such events are earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, pandemic, lockdown conditions, armed conflict, labor strike, lockout, boycott, government action or omission, new or amended legislation, embargo, sabotage, accident, or lack of delivery from suppliers.

Cessation of Operation

At any time, in its sole discretion and without advance notice, stop the operation of the Platform and/or distribution of the Products and/or the offers provided on the Platform.

Entire Agreement

This Agreement including the policies and guidelines included herein by reference comprises the entire agreement between you and Reset Foods Private Limited and supersedes any prior agreements pertaining to the subject matter contained herein.

Effect of Waiver

Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

Governing Law and Jurisdiction

This Agreement will be governed by the laws of India and shall be subject to the exclusive jurisdiction of courts in Pune, Maharashtra

Dispute Resolution

If any dispute arises between you and Reset Foods Private Limited during your use of the Platform or thereafter, the dispute shall be referred to a sole arbitrator, who shall be appointed by an independent and neutral third party arbitral institution identified by us. The place of arbitration shall be Pune, Maharashtra. The arbitration proceedings shall be in the English language and shall be governed by Arbitration & Conciliation Act, 1996.

This arbitration agreement will survive the termination of this Agreement with you.

Waiver of Class Action Rights

By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connection with this agreement must be asserted individually.

Termination

We reserve the right to terminate your access to the Platform without advance notice if it reasonably believes, in our sole discretion, that you have breached any of the terms and conditions of this Agreement. Following termination, you will not be permitted to use the Platform and we may cancel any outstanding orders for Products without any notice. If your access to the Platform is terminated, we reserve the right to exercise whatever means it deems necessary to prevent unauthorized access of the Platform. This Agreement will survive indefinitely unless and until Reset Foods Private Limited chooses to terminate it.

Use of Platform outside Operating Locations

We make no representation that the Platform or Products or offers are appropriate or available for use in locations other than the Operating Location i.e.Pune.

Assignment

You may not assign your rights and obligations under this Agreement to anyone. We may in accordance with applicable law assign our rights and obligations under this Agreement.

Severability

In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

Conflict

This Agreement includes, and incorporates by reference, the Privacy Policy and any other rules or policies available on the Platform including all other additional or modified terms and conditions and policies in relation to the Platform or any current or future services that may be offered by Reset Foods Private Limited. In the event of any conflict between the terms of this Agreement and any provision of the policies and guidelines available on the Platform, the terms of this Agreement shall prevail in relation to the subject matter hereof and the terms of such policies and guidelines shall prevail in relation to the subject matter thereof. You are strongly advised to carefully read all such policies and guidelines, as available on the Platform.

Contact Us

Please contact us for any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Platform.

Grievance Officer: 
The name and contact details of the Grievance Officer are provided below: Ms. Shweta Mohan

Reset Foods Private Limited
Reg Office: B2-801, Montvert Finesse, Baner Pashan Link Road, Pashan, Pune 411021, India
Email: hello@upsidehealth.in
Time: Mon - Fri (9:00 - 18:00)

All email messages sent to and from the Company may be monitored with the objective of ensuring compliance with internal policies and to protect our business. This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.