Terms & Conditions


The following Terms of Service (“Terms”) govern access to and use of UDAAN, an internal-use digital platform, through Website and Mobile App (“Udaan” or “Platform”) provided by Wings Pharmaceuticals Pvt. Ltd. (“Wings Pharma”, “we”, “us”, or “our”), and by accessing or using our Platform and availing the services provided thereunder, the User (“User” or “you”), as described in the Privacy Policy of the Platform, provide consent to and agree to be bound by the Terms herein.


1. USER ELIGIBILITY

By accessing and using Udaan, you represent and warrant that you have the legal capacity and authority to access, use and operate the Platform, and shall be bound by the terms and conditions set forth herein. You may use Udaan if:

  • • You are of sound mind, of valid legal age and are associated with us; and
  • • You are an employee or a staff member, or an authorised agent or distributor or vendor associated with us, or are a third-party/person authorised by us in writing to operate and use the Platform or have an account on Udaan; or
  • • You have been granted access credentials by an authorised administrator.

If you do not agree to the Terms herein, you may not access or use the Platform.


2. USER ACCESS AND PERMITTED USE:

User may be assigned specified roles and have different access rights to the Platform, including but not limited to the following indicative types of User:

  • • Employees (for creating and completing tasks, topics, notices, approvals)
  • • Management (for assigning and approving tasks, checking analytics and overall performance of Platform viz. User as well as overall interaction)
  • • Consignee Sales Agents or Super Distributors (for operational workflow, demand and supply chain, facilitation of sales records, data analytics, etc.)
  • • Distributors (including authorised agents having access to the Platform)
  • • Third party vendors, including external agents, professional consultants, manufacturers and contractors (for services execution and collaboration)

3. USER’S ACCEPTABLE USE:

By using the Platform, you agree to comply with the Terms herein and accept to be governed by the Information Technology Act, 2000 (“IT Act”) read with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Rules”) as amended from time to time, and be bound by the Privacy Policy of the Platform. Further, you accept and agree NOT TO:

  • • Use the Platform for any unlawful, fraudulent, unethical or immoral purpose;
  • • Upload, share or transmit content or information that is unlawful, harmful, hateful, abusive, threatening, harassing, defamatory, obscene, unethical, vulgar, racial or otherwise objectionable or invasive of another’s privacy;
  • • Transmit any viruses, worms, malware, bots or harmful/ malicious code(s);
  • • Impersonate other person or entity or falsely state or otherwise misrepresent your affiliation with another person or entity, or collect or harvest personally identifiable information or SPDI from other Users without their consent;
  • • Interfere with or disrupt operation of the Platform or the servers or networks used to make the Platform available, including its internal source codes;
  • • Attempt to gain any unauthorized access or control to the Platform or any of its portion thereof, or other user account or computer system or networks connected to the Platform, or engage in any act or use which may damage, disable, interrupt, impair or overburden the Platform or our systems;
  • • Use any robot, spider, scraper, or other automated means to gain access to the Platform for any purpose or to test system’s vulnerabilities, or engage in otherwise any unauthorized or unlawful or any commercial use.

The Udaan Platform, including its services, features and operation is strictly in accordance with the authority and access granted by us to verified Users only, and strictly for our organizational operations based on confidential login access.


4. USER ACCOUNTS:
  • • Account creation: User has to create an account to access the Platform and use its features, based on registration process made available therein.
  • • Account responsibility: User is responsible for maintaining confidentiality of account credentials (user name and password) and for all activities that occur in their accounts, and agree to use strong and secure password. Further, you also agree to notify our systems administrator immediately in the event of any suspected unauthorized access to or use of your account.
  • • Accuracy of information: User agrees to provide accurate and complete information at the time of account creation and keep information up-to-date.

5. USER CONTENT:
  • • Responsibility for content: User is solely liable and responsible for content posted, shared or transmitted through the Platform. Further, you represent and warrant to have all necessary rights to your content, and affirm that the same do not violate the Terms herein or affect any third-party rights.
  • • Our rights to User Content: By posting, sharing or transmitting Content by User on the Platform, you grant us a non-exclusive, worldwide, royalty-free, transferable, license to use, reproduce, modify, adapt, publish, distribute, translate and display your User content strictly for operation of the Platform.
  • • Content monitoring: We reserve the legal right, but are not obligated, to monitor, review, edit or remove such User Content which, in our belief, may be objectionable or in violation of the Terms herein or against the binding Privacy Policy of the Platform. We also have discretion to monitor access logs selectively, and can take steps to temporarily restrict access or disable features, suspend or even revoke access, based on internal assessments.

If a User is identified to act or conduct in a manner contrary to the Terms herein, or if it violates the Privacy Policy or contrary to applicable IT Act and IT Rules, or if any action circumvents either technical or administrative security controls of Udaan, we reserve the right to take appropriate and action necessary under applicable laws to protect and safeguard the Platform as well as other users.


6. OUR INTELLECTUAL PROPERTY:
  • • Udaan is our IP: The Platform and its original content, besides user inputs and contents, but including its controls, features, application programming interface, source code, designs, text, graphics, server, database, workflows, documents and overall functionality are now and shall continue to remain the exclusive property of Wings Pharmaceuticals Pvt. Ltd. and its authorised license holders, and is protected by the intellectual property laws of India.
  • • User is prohibited from copying, reproducing or distributing the Platform or any of its parts thereof, or engage in alteration or modification of Udaan.
  • • You are also strictly prohibited from misrepresenting ownership of contents available on the Platform or otherwise engage in unauthorized dealing(s).
  • • Your limited license: We grant the User a limited, non-exclusive, revocable and non-assignable license to access and use the Platform for its intended purpose, in accordance with the Terms herein and as per applicable laws.

7. PRIVACY & DATA PROTECTION:

Use of the Platform subject to its Privacy Policy. By using Udaan, you consent to the collection and use of data compliance with the IT Act and the IT Rules, and provide your implicit consent to be subjected to internal data monitoring, logging, and auditing. You will respect the privacy and confidentiality of other User of the Platform and engage in only authorised actions and permitted use. A user may have access to confidential business data, workflows, or records/ documents transmitted on Udaan. Accordingly, you agree to maintain strictest confidentiality and not disclose any business information or trade secret or any internal records/ reports/ data to any unauthorized persons or unknown parties.


8. DISCLAIMER:

The Platform is provided on an “as is” and “as available” basis and without any other warranties, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of a trade or business.


9. TERMINATION OF ACCESS:

We may suspend or terminate a User’s access to Udaan at any point in time either with or without cause, and without any advance notice or liability thereon, for reason(s) including but not limited to, your breach of the Terms herein or for actions or conduct found either in violation to our internal policies or acceptable code of conduct or contrary to applicable laws or posing a threat or security risk to the Platform. Upon termination, your right to use the Platform will be revoked.


10. SERVICE UPDATES AND AVAILABILITY:

We may update, modify, or suspend the Platform or any part or function thereof at any time without prior notice. We strive to provide high availability but do not guarantee uninterrupted service. Access to Udaan may get interrupted due to various factors, including for maintenance, upgrades, back-end integrity checks or to address any potential intrusion, breach or security threats, besides the occurrence of any unexpected eventuality, external interventions beyond the scope of reasonable anticipation or due to any force majeure circumstances. While we intend to keep Udaan secure, we do not warrant that it will be error-free, uninterrupted, secure, or free of viruses or without harmful components.


11. LIMITATION OF LIABILITY:

To the maximum extent permitted under applicable laws, in no event shall Wings Pharmaceuticals Pvt. Ltd., its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, damages for loss of profits, data, use, goodwill, or other intangible losses) arising out of or relating to your user access to or use of (or inability to access or use) the Platform, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if we have been advised of the possibility of such damages.


12. LEGAL COMPLIANCE:

You agree to abide by and comply with the relevant provisions of the IT Act read with IT Rules, which includes hacking, unauthorized use, failure to protect confidentiality of data/ information, disclosure of information in breach of law or breach of contract, as well as other applicable commercial or trade laws. We reserve the legal right to report any unauthorized, unlawful or infringing activity to competent authorities and take appropriate steps to protect the Platform.


13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Wings Pharmaceuticals Pvt. Ltd., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your User Content, your use of Udaan, your breach of the Terms herein or the Privacy Policy, or your violation of any rights of another party or any applicable laws.


14. PLATFORM OPERATION:

To the maximum extent permitted under law, we shall not be held liable for any error or interruption in operation of the Platform, or loss or corruption of data, or any indirect or incidental or consequential damages which may result in loss of revenue or business disruption. Further, we are also not liable for unauthorized access to data due to User or third-party negligence in protecting credentials.


15. GENERAL TERMS:
  • • We reserve the right to modify the Terms herein at any time, updates of which will be posted on the Platform with effective dates. Continued use of Udaan after changes indicates your acceptance of the revised Terms.
  • • If any Terms herein are either invalid or unenforceable, the same shall be struck and the remaining provisions shall remain in full force and effect.
  • • Our failure to enforce any right or provision herein or in the Privacy Policy shall not be deemed as a waiver of such right or provision.

16. GRIEVANCE OFFICER:

As per Rule 3(2) of the IT Rules, we have appointed a Grievance Officer:


  • Name: Gayatri Mali
  • Email: digital@wingspharma.com
  • Phone: 9311404425
  • Working Hours: Monday to Friday between 10am and 6pm

17. DISPUTE RESOLUTION:

A dispute pertaining to the Platform can be reported to your reporting manager, to be discussed internally with attempts to resolve within 15 days of such report, and in case dispute remains unresolved, the same may be adjudicated through arbitration by a sole arbitrator as per the Arbitration and Conciliation Act, 1996, as amended till date, with its seat and venue at Delhi and in English language.


Be that as it may, we reserves a separate and independent legal right to initiate appropriate legal actions, irrespective of arbitration, to protect our Platform.


This Terms of Service is governed by laws of India, to be read in conjunction with our Privacy Policy. Any disputes arising out of this Privacy Policy is subject to the applicable courts or forums exercising competent jurisdiction in Delhi.