Terms and Conditions

Please read these terms and conditions carefully. This is a legally binding agreement between you, the Client (“Client”) and Masters India IT Solutions Private Limited (“Provider”) and all its subsidiaries. Provider provides certain online tools, software and other services that offer Client the ability to manage specified aspects of Client’s business (the “Services”) through the web site located at www.mastersindia.co and through various other websites and applications operated by and on behalf of Provider (the “Site”). Provider is willing to provide Client with access to and use of the Services and each Site solely under the terms of this Agreement.

Only natural persons of legal age or legal persons, resident in India, or partnership firm, company or corporation duly incorporated under the laws of India, duly competent to contract as per the provisions of Indian Contracts Act,1872 can be Users, and no person other than the aforesaid can use and access this Platform.

PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING AND USING THE SERVICES, CLIENT AGREES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE ADVISED TO NOT USE OR ACCESS THE SERVICES.

1. Definitions. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in India.

2. Term. The term of this Agreement will begin as of the date Client signs up through the Site (the “Effective Date”). Unless earlier terminated as set forth below, the term of this Agreement will continue for an initial term of 1 year from the Effective Date, provided that the term will thereafter automatically continue to renew for additional 1 year renewal terms.

3. Termination. This Agreement may be terminated by (i) either party providing the other party with notice of its intent not to renew the term of this Agreement at least 30 day prior to the end of the initial term or then-current renewal term, (ii) either party immediately upon notice if the other party commits a non-remediable material breach of this Agreement or if the other party fails to cure any remediable breach of the Agreement or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach.

4. Effect of Termination.Upon termination or expiration of this Agreement for any reason, (1) all rights granted under this Agreement will terminate and Client must immediately cease all access to and use of the Services; (2) Provider will have no further obligation to provide any Services to Client, in whole or in part; (3) all Fees incurred under this Agreement will be immediately due and payable by Client; (4) Client will return to Provider or destroy (at Provider’s direction) all Confidential Information of Provider in Client’s possession.

5. Client Responsibilities.

5.1. Direction and Control.The Services provide Client with access to certain online tools, software and other services for use by Client in the management of Client’s business. Client acknowledges that the Services are designed to aide Client in its business and that Client maintains direction and control over the use of the Services and the management of its business, including all taxes, registration fees, license fees, and other charges and payments (“Payments”) and all reports, registrations, licenses, postings, filings or other documents (“Documents”) prepared, processed, or submitted using the Services. Client agrees that Client is solely responsible for determining the appropriateness and suitability of the Services for use in Client’s business and for using the Services to meet Client’s requirements, including all requirements under applicable international, federal, state, and local treaties, laws, rules, regulations, and ordinances (“Laws”) based on Client’s particular circumstances.

5.2. No Tax or Professional Advice. The Services do not include, and Provider does not provide, tax, accounting, financial, legal, compliance, or other professional advice or opinions regarding any requirements to which Client may be subject under applicable Law, including any Documents or Payments prepared or submitted using the Services. Client understands that Laws change frequently and their application varies widely based upon the specific facts and circumstances involved. Client agrees that Client will obtain the assistance of qualified tax, accounting, financial, legal, compliance, or other professional advisors as required in connection with Client’s use of the Services and compliance with applicable Laws.

5.3. No Fiduciary Relationship. When Provider provides the Services to Client, Provider acts at the direction of Client to offer Client the ability to manage specific aspects of Client’s business. Under no circumstances will Client’s use of the Services create a fiduciary relationship between Client and Provider or create any fiduciary obligation by Provider to Client. Client agrees that Client and Provider are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship. Both Client and Provider will remain responsible for paying each of its own employees, including employment related taxes and insurance.

5.4. Compliance.While the Services may be used by Client in managing Client’s business, Client remains solely and entirely responsible for Client’s compliance with all Laws regarding Client’s business, operations, products, and services, including, as applicable, with respect to the shipment of regulated, or non-regulated products and the payment of all sales, use, value added, licensing and other taxes, fees, and charges that may be applicable to Client’s business or operations, products, or services. Without limiting the foregoing, Client will review: (a) its business and financial records and practices for errors or omissions; (b) all payments and Documents prepared, processed, uploaded, submitted or filled using the Services prior to using such information for any purpose; and (c) all decisions, compliance status and reports for errors prior to using such information for any purpose.

6. Services. Subject to and conditioned on compliance with the terms and conditions of this Agreement, during the term of this Agreement Provider agrees to use commercially reasonable efforts to provide Client with the right to access and use the Services subject to Confirmations under this Agreement, solely for Client’s own benefit in connection with the management of Client’s business. Client’s rights to access and use the Services are personal, non-exclusive, non-transferable and non-sub licensable.

. Modifications to the Services. Provider may from time to time update, change or revise the Site or Services. All such updates, changes or revisions will be effective when made available to Client on the Site or through the Services and will be deemed part of the “Site” or “Services,” respectively, for all purposes under this Agreement.

8. Access to the Services.

8.1. Set-upClient is solely responsible for the set-up and configuration of all Services, and all equipment and facilities required to access or use the Services, to meet Client’s business and legal requirements based on Client’s particular circumstances.

8.2. Accounts and Users.Client will access all Services through an account (“Account”) established for Client. Client may designate an unlimited number of its employees, agents, and contractors (collectively, “Users”) to have access to Client’s Account. Client will be provided with user identification and will select a password for Client’s Account (each such user identification and password, a “User ID”). Each User ID is personal in nature and may be used only by the applicable Users of Client. Client will ensure the security and confidentiality of each User ID and will notify Provider immediately if any User ID is lost, stolen or otherwise compromised. Client acknowledges that Client is fully responsible for all Services provided, and all costs, fees, liabilities or damages incurred, through use of each User ID (whether lawful or unlawful).

8.3. Responsibility. Client is solely responsible for all use of the Services through Client’s Account, for the actions or omissions of each User of Client’s Account, and for compliance by each User with the applicable terms of this Agreement. Client will ensure that all Users agree to and abide by the terms and conditions of this Agreement when accessing Client’s Account. Client acknowledges and agrees that Provider may deem anyone accessing Client’s Account using a Client User ID as having legal authority to act on behalf of Client and that any Services or Documents ordered, provided or completed through Client’s Account will be deemed to have been lawfully authorized by Client.

9. Access to Third-Party Services.The Services may include services or functionality developed, provided, or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, Client’s access to and use of any Third Party Services is also subject to any other terms separate from this Agreement that Client may enter into (or may have entered into) relating to those Third Party Services (“Third Party Service Terms”). Except as set forth in this Agreement, the terms of any Third Party Service Terms will control in the event of a conflict between the terms of this Agreement and those Third Party Service Terms. Third Party Services may be subject to additional Fees as described through the Services.

10. Access to Data.

10.1. Client Data.All data, information and other content Client provides to Provider through or in connection with the Services (“Client Data”), including as contained in any Document prepared or submitted through the Services, will remain owned by Client. Client will provide Provider with all Client Data necessary for Provider’s performance of the Services under this Agreement, including the accurate, complete and timely preparation and submission of all Documents through the Services. Client will provide all Client Data prior to each applicable time deadline provided through the Services or by Provider (“Deadline”). Client acknowledges and agrees that Provider does not audit, validate, or verify any Client Data and that Client is solely responsible for the accuracy, completeness, and timeliness of all Client Data.

10.2. Service Data.Other than the Client Data provided by Client, all data, information and other content made available to Client through the Services (“Service Data”) is owned by Provider and its third party service providers. Subject to and conditioned on compliance with the terms and conditions of this Agreement, Client may access and use the Service Data solely for Client’s own business purposes in connection with Client’s use of the Services. Provider uses commercially reasonable efforts to maintain and verify that the Services and Service Data are accurate and current with respect to the information provided, but Provider cannot verify the accuracy of, and will not be responsible for any errors or omissions in, any Service Data. All Services and Service Data are provided for informational purposes only and Client is solely responsible for verifying the accuracy, completeness and applicability of all Service Data and for Client’s use of and reliance on the Service Data.

11. Restrictions.Client acknowledges that the Services, Service Data, and the databases, software, hardware and other technology used by or on behalf of Provider to provide the Services (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of Provider. Client will not, and will not permit any third party to: (1) access or use the Services or Service Data, in whole or in part, except as expressly provided in this Agreement; (2) violate any policy of Provider posted or provided through or in connection with the Services; (3) use the Services or Service Data in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; (4) use automated scripts to collect information from or otherwise interact with the Services or Service Data; (5) alter, modify, reproduce, reverse engineer, create derivative works of the Services, Service Data or Technology; (6) distribute, sell, resell, loan, lease, license, sublicense or transfer any of Client’s rights to access or use the Services or Service Data, including, without limitation, by providing outsourced, hosted, or other services to third parties using the Services or Service Data or otherwise making the Services or Service Data, or access thereto, available to any third party; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Services, Service Data or Technology; or (8) interfere in any manner with the operation or hosting of the Services, Service Data or any Technology, or attempt to gain unauthorized access to the Services, Service Data or any Technology. Client will not allow any access to or use of the Services or Service Data by anyone other than Client’s authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

12. Data Privacy.Use of the Services is subject to the terms and conditions of this Agreement and Provider’s then-current privacy policy displayed on the Site at www.mastersindia.co/privacy-policy (the “Privacy Policy”). Provider agrees to treat all personally identifiable Client Data (“Client Personal Data”) consistent with the Privacy Policy. Client represents and warrants to Provider that Client has all necessary right, title, interest and consent necessary to allow Provider to use the Client Personal Data and other Client Data for the purposes for which Client provides such Client Personal Data and other Client Data to Provider. Notwithstanding anything in the Privacy Policy (or the provisions of Section 20 below), Provider may generate and collect non-personally identifiable information (information that does not identify an entity or person as the source thereof) resulting from Client’s access to and use of the Services. To the extent any such information is generated or collected by Provider, the information will be solely owned by Provider and may be used by Provider for any lawful business purpose without any obligation to Client under this Agreement, provided that such purpose does not directly identify Client or any of Client’s customers.

13. Fees.Client agrees to pay Provider all fees relating to Client’s access to and use of Services (“Fees”) if any. The Fees will further include any applicable late fees of which Client is notified of due to any failure by Client to meet any Deadline or otherwise comply with the terms of this Agreement. All Fees are as provided through the Services. Provider may adjust any Fees at any time during the term of this Agreement to be effective upon the next billing period following notice to Client.

14. Payment.Billing for all Fees will begin from the Effective Date. Client must pay for all Fees incurred when invoiced by Provider. Client agrees to have the Fees charged to Client’s Bank Account or Credit Card on file with Provider when due and authorizes Provider to automatically submit such charges to Client’s Bank Account or Credit Card. If payment of any Fees is declined for any reason, Provider may make additional attempts to process payment. If a declined payment is not resolved through such attempts, access to and use of Client’s Account and all Services may be suspended or terminated by Provider. All Fees will be non-refundable once paid to Provider (including upon any termination or suspension of this Agreement). After the date of notification of the Fees, the Client shall be liable to make the payment of such Fees to Provider, without any failure, within 7 days such notification (“Due Date of Payment”). Until paid in full, all past due amounts will bear an additional charge of 18% per annum. Client will be responsible for all expenses incurred by Provider due to the use of collection agencies, attorneys, or courts of law for collection of any undisputed Fees from Client.

15. Taxes.Client is solely responsible for all use, service, sales, excise, licensing, value added, and other applicable taxes and charges levied or imposed on either Client or Provider that may result from Client’s use of or access to the Services, including relating to all Filings and Payments prepared and submitted through the Services.

16. Suspension.Provider may suspend Client’s access to the Services upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by Provider to be inappropriate or detrimental to the Services, Provider, or any other Provider customer or user.

17. Survival. The rights and obligations of each party under the following Sections will survive the expiration or termination of this Agreement for any reason: 1, 4, 5.2, 11, 14, 18, 19, 20, 21, 23, 26 and 27.

18. Confidentiality.The Services and Technology and the delivery and use thereof, this Agreement, and any other information related thereto, including, without limitation, any User IDs or other Account information, constitute confidential information and valuable trade secrets of Provider. All information and data regarding Client’s customers, including without limitation, identities, addresses, purchasing patterns, and volume of purchases constitute confidential information and valuable trade secrets of Client. Such information is hereinafter referred to as the “Confidential Information” of each party. Each party agrees to protect the other party’s Confidential Information that is in its possession with the same or comparable security measures as it uses to protect its own Confidential Information, provided that such measures will be at least reasonable for such purpose. Each party agrees that, except as expressly directed by the other or as necessary for the purposes of this Agreement, it will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information. Each party may disclose Confidential Information to personnel having a need to know the Confidential Information in the performance of their duties under this Agreement, and will instruct them to keep such information confidential and each party will remain liable for such personnel’s compliance with this Section. Provider may disclose Client’s Confidential Information on a need to know basis to its subcontractors who are providing all or part of the Services, provided those subcontractors have executed confidentiality agreements and further provided that Provider shall remain liable for any unauthorized disclosure of Client’s Confidential Information by those subcontractors. If either party is required to disclose the other party’s Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, it will furnish written notice of such disclosure to the other party as soon as practicable to afford such party the opportunity to seek a protective order and the party required to make such disclosure will reasonably cooperate in such efforts (at the other party’s reasonable expense). In the event of any conflict between the Privacy Policy and the provisions of this Section 20, the provisions of this Section 20 shall control.

19. Ownership.Provider retains all right, title and interest, including, without limitation, all IPR, in and to the Site, Services, and Technology, and any additions, improvements, updates, and modifications thereto. Client acknowledges that Client is not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to Client to use them apart from Client’s limited right to access the Services under this Agreement. The Provider name, logo and the product and service names associated with the Services are trademarks of Provider (or its third party providers), and no right or license is granted to Client to use them. Client will not alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Services, Service Data or Technology. For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

20. Warranties.

20.1 Mutual.Each party hereby represents, warrants and covenants to the other party that: (1) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms and (2) such party has full power and legal authority to enter into this Agreement and to carry out the provisions hereof without any additional consent or authorization.

20.2 Client Warranties.In addition, Client represents, warrants, and covenants to Provider that: (a) Client will comply with all applicable Laws, including all Laws applicable to Client’s access to and use of the Services and all reports, registrations, postings, or other filings or payments Client is required to prepare or submit under applicable Law; (b) Client’s use of the Services will not cause Provider to violate any applicable Law; (c) all Client Data is and will remain current, accurate and complete; (d) Client has and will maintain all right, title, interest, and consents necessary to allow Provider to use, process, and share all Client Data for purposes of providing all Services under this Agreement; and (e) Client will not make any statements concerning the Services that Client is not authorized by this Agreement.

21. Disclaimer.ALTHOUGH PROVIDER USES COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CLIENT WITH ACCESS TO AND USE OF THE SERVICES, PROVIDER PROVIDES THE SERVICES ONLY AS EXPRESSLY STATED HEREIN AND DOES NOT OFFER A GUARANTEE OF ANY KIND AS TO THE SERVICES OR ANY DATA. CLIENT’S USE AND RELIANCE UPON THE SERVICES AND SERVICE DATA IS AT CLIENT’S OWN RISK. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND SERVICE DATA ARE PROVIDED TO CLIENT “AS IS” AND PROVIDER AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES, SERVICE DATA, AND ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, ACCURACY OF RESULTS OR INFORMATION, OR UNINTERRUPTED USE, WHETHER EXPRESS, IMPLIED OR STATUTORY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the disclaimers, limitations and exclusions contained herein may not apply to Client. To the extent that Provider may not, as a matter of applicable Law, disclaim any warranty or limit or exclude any liability, the scope and duration of such warranty and the extent of Provider’s liability shall be the minimum permitted under such applicable Law.

22. Indemnification.

22.1. By Client. Subject to the remainder of this Section, Client will, at its expense, defend Provider in any suit or cause of action arising or resulting from Client’s breach of this Agreement, any of Content, or other access, contribution to, use or misuse of the Service, and Client will indemnify Provider against all damages that a court finally awards as a result of such claim or agreed to in a settlement by the parties (including attorneys’ reasonable fees and court costs to the extent that Client fails to promptly assume such defense). The foregoing obligation of indemnification is conditioned up Provider providing Client with prompt notice of any such claim. Provider reserves the right to assume the exclusive defense and control of any matter (at Client’s expense) which is subject to indemnification under this section. In such case, Client agrees to cooperate with any reasonable requests assisting Provider’s defense of such matter.

23. Limitation on Liability.

23.1.REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE, IN NO EVENT WILL PROVIDER, ITS EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR AFFILIATES BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUE, PROFITS OR BUSINESS OPPORTUNITY, LOST OR CORRUPTED DATA, OR INTERRUPTION OF BUSINESS.

23.2.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PROVIDER’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY PROVIDER FROM CLIENT FOR USE OF THE SERVICES UNDER THIS AGREEMENT FOR THE MONTH IN WHICH THE DAMAGES OCCURRED.

23.3.EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS OF LIABILITY AND ALLOCATION OF RISK REFLECT PART OF THE BARGAINED-FOR EXCHANGE OF THE PARTIES WITH RESPECT TO THIS AGREEMENT AND THE SERVICES. THIS AGREEMENT IS NOT INTENDED TO LIMIT CLIENT’S RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY FILING OR PAYMENT REQUIRED TO BE MADE BY CLIENT UNDER APPLICABLE LAW, WHETHER OR NOT SUCH FILING OR PAYMENT IS MADE BY PROVIDER ON BEHALF OF CLIENT UNDER THIS AGREEMENT. CLIENT WILL REMAIN SOLELY RESPONSIBLE FOR ALL SUCH FILINGS AND PAYMENTS CLIENT IS REQUIRED TO MAKE UNDER APPLICABLE LAW.

24. Notices. All notices to Client provided for under this Agreement or relating to the operation of the Services may be sent by Provider electronically via electronic mail or through posting on Site or Services. All other notices, consents, and communications provided for under this Agreement (including all notices Client provides to Provider) will be in writing and will be delivered by hand or sent by express courier or delivery service that guarantees delivery within 48 hours to the address of the party, i.e. To MASTERS INDIA IT SOLUTIONS PRIVATE LIMITED, Legal Dept. D-247/4A SECTOR 63 NOIDA 201301 UP. Such notices, consents and communications will be deemed to have been received by the addressee upon confirmed receipt, but in no event later than 48 hours after the notice or communication is delivered to a courier or delivery service that guarantees delivery within 48 hours.

25. Force Majeure.If Provider is unable to perform any of its obligations under this Agreement because of any event beyond its reasonable control and foresee ability, including, without limitation, any natural disaster, labor disputes, actions, inactions or decrees of governmental entities and/or GSTN, riots, war, terrorism, or epidemics (a “Force Majeure Event”), the obligations of Provider under this Agreement prevented by such Force Majeure Event will be suspended for the duration of the Force Majeure Event, provided that Provider exercises reasonable efforts to resume performance of such obligations as soon as possible despite such Force Majeure Event. The Services are intended to assist Client in managing aspects of its business and as such are dependent upon Client’s performance of its obligations under this Agreement and as stated through the Services. Client is solely responsible for any failure or delay in the performance of its obligation as a registered taxpayer of India or any other obligation, including any applicable penalties, late fees, fines, interest or other assessments imposed on Client.

26. General.If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Unless withdrawn upon written request, Client allows Provider to publicize its relationship with Provider. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of Client hereunder may be assigned by Client (in whole or in part and including by sale, merger, operation of law, or otherwise) without the prior written approval of Provider. Any assignment in derogation of the foregoing will be null and void. Provider may assign this Agreement to any party that assumes Provider’s obligations hereunder. This Agreement is the complete and exclusive statement of the agreement between the parties. This Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. The provisions of this Agreement are for the sole benefit of the parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights). Any reference herein to “including” will mean “including, without limitation”. Upon request from Provider, Client agrees to provide Provider with such documentation or records with respect to Client’s activities under this Agreement, including access and use by Client of the Services, as may be reasonably requested for Provider to verify Client’s compliance with the terms of this Agreement. Provider reserves the right to amend or modify this Agreement at any time and from time to time. Any amendment or modification will be effective as to Client’s continued use of the Services. Client’s continued use of the Services shall serve as Client’s agreement to any such amendment or modification.

27. GOVERNING LAW AND JURISDICTION

27.1. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of India. The parties hereby submit to the non-exclusive jurisdiction of the Indian Courts at Delhi only.

27.2.All disputes arising out of or in connection with this Agreement shall be attempted to be settled within (30) thirty days following the day of written notification of the dispute by either Party, through good faith negotiations between the senior management of both the Parties.

27.3.If the dispute is not so resolved amicably within thirty (30) days of written notification of the dispute, the Parties shall immediately sign a document marked “without prejudice”, containing information on what has been agreed and what remains in dispute between them on the date at which the negotiations failed. Hereafter either Party may initiate arbitration proceedings.

27.4. Subject to the right of a Party to seek injunctive relief, the dispute shall be resolved through binding arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. The place of arbitration will be New Delhi and shall be presided over by a single arbitrator chosen by mutual consent of both the parties under the Arbitration and Conciliation Act, 1996 (including any statutory modifications and substitutions made thereto). Where the single arbitrator is not agreed upon between the Parties within fifteen days from the date at which the negotiations failed, the arbitration shall be conducted by three arbitrators with both Parties hereto shall be entitled to appoint one arbitrator each and the appointed arbitrators to appoint an additional arbitrator. If the Parties cannot (within fifteen (15) days from the initial request by one Party to the other) agree on the selection of a third arbitrator, such arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. Any award rendered by the arbitrator(s) shall be final and judgment may be entered upon it in any court of competent jurisdiction. The arbitrator(s) shall not have authority to award attorneys’ fees or costs to either Party, or each Party shall accordingly bear its own attorneys’ fees, costs and expenses incurred in the resolution of any dispute under this Agreement.