By accessing and being designated as a “Agency” on the WAKA VOICE mobile application, you acknowledge that you have read and understood these “Agency Terms and Conditions Policy” (“Agency Policy”).

Please ensure that you read and understand all of these terms before you start using the website, as you will be bound by them.

This Agency Policy will be between the users, who are designated as an “Agency” on the WAKA VOICE mobile application (referred to as “You” or “Your” or “Yourself”), AND SQING SOLUTIONS PVT LTD (“Company”), a company incorporated under The Companies Act, 2013 having its registered address at PONNANTHARA (H) MNRA H NO. 9 3RD FLOOR KODUVATHRA ROAD EDAPPILLY KOCHI Ernakulam KL 682024 IN and shall be a legally binding agreement between You and the Company. You, AND SQING SOLUTIONS PVT LTD shall each be referred to individually as “Party” and collectively the “Parties”.

For the purposes of this Policy and in relation to the services being provided by the Company a “Agency” shall mean entities or individuals so contracted and designated by the Company at its sole discretion, who provide the services of onboarding and contracting ‘Hosts’, who provide live audio streaming and other content related services on the Company’s platform to the Customers of the Company.

If you do not agree with any of these terms, you must immediately cease accessing and using the website and the services being provided. Your acceptance of these customer terms will operate as a binding agreement between you and SQING SOLUTIONS PVT LTD with respect to your use of the website, app and/or other available services.

BACKGROUND

Company owns and operates the website https://Wakavoice.com/ and the Application “WAKA VOICE”, connected to or mentioned herein. The Company, under this website/social application provides its users with the most simple and reliable way to connect with friends nearby or around the world. The Company’s services allow users to send free text, voice, video, photo messages, and stickers to their friends. It is intended to be a fun place to visit and it is important to the company that it remain a safe and friendly environment for all users and in this regard, you agree that you will only use agree to use the services in a manner consistent with its purpose and which is in accordance with the Terms.

The Company also provides its users with an opportunity to host chatrooms and participate in content creation over its platform. These Hosts can interact with other users and play games with them. The Content created by the Hosts can be consumed by other users around the world. The Agencies assist the company in onboarding, contracting Hosts, who engage with users by creating content on the Company’s platform (WAKA VOICE).

THE PARTIES AGREE AS FOLLOWS

1. DEFINITIONS

1.1 Unless the context requires otherwise, capitalized terms in these Customer Terms have the following meaning:

1.1.1 “Account” means the account created by You on the Website and/or Application for accessing the Services.

1.1.2 “Affiliate” means, in relation to any entity, another company or entity that either directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with that entity. For purposes of this definition, “Control” means, with regard to any company or entity, (i) the legal or beneficial ownership, directly or indirectly, of 50% or more of the shares (or other ownership interests if not a corporation) of the entity or company through voting rights or through the exercise of rights pursuant to agreement; or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the entity or company.

1.1.3 “Applicable Laws” means (in any relevant jurisdiction) all laws, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines or the like, writs, orders, injunctions, judgments applicable from time to time.

1.1.4 “Application” means such features of the “WAKA VOICE” mobile application or other programs, software, mobile applications owned (or licensed to) by the Company, and other URLs as may be specified by the Company from time to time. The Application includes the electronic interface where the Subscriber account is accessible, the login credentials (user ID and password) for which will be provided by Company to the Subscriber.

1.1.5 “Area of Operation” means the area in which these Customer Terms are accepted by You, being the territory of India.

1.1.6 “Brand Matter” means an event that, in Company’s reasonable judgement, causes it or its Affiliates to have concern for the reputation of its brand, including, but not limited to, matters related to the alleged violation of any Applicable Laws

1.1.7 “Business Day” means any day excluding Sunday or public holiday in the Area of Operation.

1.1.8 “Collections” shall mean the number of virtual items collected by the hosts on the Company’s platform/website/application.

1.1.9 “Confidential Information” shall mean contents of this Agreement and all Communications, and with regard to a particular Party, means any information whether in written, oral, visual, electronic or other form that:

(i) is disclosed and/or provided by a disclosing Party to such receiving Party and is clearly marked or indicated at the time of such disclosure or provision as confidential by the disclosing Party; provided that where there is no mark or indication of the confidential nature of such information at the time of disclosure, said information shall in any event be treated as confidential if notification in writing of such confidentiality is provided by the disclosing Party to such receiving Party within 14 (Fourteen) days following the date of such disclosure or provision;

(ii) is disclosed and/or provided by a disclosing Party to such receiving Party and (i) under normal social conventions should be treated in confidence, or (ii) concerns technical and/or trade secrets or other commercially sensitive information; or

(iii) relates to the provisions and subject matter of, and negotiations leading to, this Agreement;

1.1.10 “Customer” means the general user, i.e., the end customer of the Company’s Services who is not designated as a Host or an Agency by the Company.

1.1.11 “Customer Content” means images, sounds, videos, data, text, information or any other materials or content the Customer creates, uploads, publishes or propagates through the company’s services

1.1.12 “Customer Feedback” means information provided by a Customer in response to prompting by the Company App, including rating of Item(s) and comments or feedback related to the Customer’s experience with Merchant, the relevant Item(s) on the Company Website/ App, and the delivery services.

1.1.13 “Company” has the meaning given in the “Parties” section on the front page of these Customer Terms.

1.1.14 “Dispute” means any dispute, action, claim, controversy or cause of action among the parties arising out of or in connection with the Agreement or any term condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of the Agreement.

1.1.15 “Disclosing Party” shall mean the Company, SQING SOLUTIONS PVT LTD Private Limited.

1.1.16 “Exchange Rates” means the virtual items to real currency conversion rates as updated on the Company’s website from time to time.

1.1.17 “Host” shall mean individuals so contracted and designated by the Company at its sole discretion, who provide live audio streaming and other content related services on the Company’s platform to the Customers of the Company.

1.1.18 “Host Content” shall mean means the data, images, sounds, videos, data, text, information or any other materials or content the hosts create, uploads, publishes or propagates through the company’s services.

1.1.19 “Intellectual Property” or “IP” shall include ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets, trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, synthesis protocol, algorithms, works of authorship, flowcharts, drawings, books, papers, sketches, formulae, proprietary techniques, research projects, copyright, designs, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, user guides, in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments;

1.1.20 “Linked sites” means the links used in or through the services to other websites or services, provided solely as a convenience to the users.

1.1.21 “Live streaming” means internet live audio and/or video streaming and other associated content(s) generated by hosts/talents on the Company platform, including but not limited to mobile application, Personal Computers/website and may include singing, dancing, voices, chats, personal images and other contents generated in a real-time manner.

1.1.22 “Material Default” shall mean any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, that has had or may reasonably be expected to have a material adverse effect on the ability of any of the Parties to carry out the scope of this Agreement contemplated herein or to perform its obligations hereunder;

1.1.23 “Prohibited Content” means the images, sounds, videos, data, text, information or any other materials or content (collectively, “Content”) that: (a) violates any rule, law, regulation or policy; (b) harms national interests, endangers national security or divulges national secrets; (c) incites ethnic or racial discrimination or hatred; (d) undermines the social stability; (e) contains obscenity, sexual connotation, pornography, gambling, violence, murder, or terror; (f) insults or defames others or infringes others’ lawful rights and interests; or (g) contains abusive or threatening information.

1.1.24 “Privacy Policy” means the privacy policy available on the website, as amended by the Company from time to time.

1.1.25 “Receiving Party” shall mean the Agency as per the provisions of this Policy

1.1.26 “Services” means the technology services the Company or its affiliates provide such as “WAKA VOICE” or other applications/services operated by SQING SOLUTIONS PVT LTD Pvt. Ltd. and its affiliates.

1.1.27 “Supplemental Terms” means the Definitions, the General Supplemental Terms, the Specific Supplemental Terms and any other terms applicable to the use of the Company Services, Company Tools, and/or the Company mobile Application and shared with the Merchant.

1.1.28 “Target” means the objectives, milestones applicable to the hosts and set by the Company, at its sole discretion, in order to enable exchange of Virtual Items to Cash/Legal Tender.

1.1.29 “Virtual Items” means any other form virtual currency (as updated by the Company on its website/application from time to time) which enables the user to purchase, use and engage in services offered on the company’s app/website. These virtual items can be bought used, redeemed and/or purchased through the website/application or through the companies affiliate third party service providers.

2. REGISTRATION AND USAGE

2.1 Authorized Agency’s. Your access to and use of the company’s Services are subject to all applicable international, federal, state and local laws and regulations. You represent and warrant that you will not use the Service in any manner or for any purposes that are unlawful or prohibited by this Agreement.

2.2 Person(s) under the age of 18 cannot be designated as Agency’s. If you are under 18 years of age, then please do not use these Services as an Agency.

2.3 Only use an authorized telephonic or internet network to access and use the Website/Mobile application. When using the Services, standard messaging charges, data charges and/or voice charges (as applicable) may be imposed by Your Device provider and the same are Your responsibility.

2.4 You are solely responsible for maintaining the confidentiality of Your Registration Data and Application login credentials, and will be liable for all activities and transactions, and any other misuse of the Application, that occurs through Your Account (whether initiated by You or any third party), except to the extent caused or contributed by Company.

2.5 You must also notify the Company immediately if You cannot access Your Account, you know of or suspect any unauthorized access or use of Your Registration Data, login details or Account, or the security of Your Account has been compromised in any way.

2.6.The Company and/or any of its Third-Party Service Providers may suspend access and Service subscriptions entered into if:

2.6.1 The Registration Data or any other information provided by You is false, or You cease to satisfy the Eligibility Requirements;

2.6.2 The security of Your Account has been compromised in any way; or

2.6.3 You have not complied with any of the requirements in this clause.

2.7 The Company and/or any of its Third-Party Service Providers may block, suspend, alter or update the Website, Application, the Streaming Services and/or the Services at any time (including without notice):

2.7.1 To make improvements to the Website, the Booking Services and/or the Services (including the security of the Website, the Booking Services and/or the Services);

2.7.2 as required by Applicable Law; or

2.7.3 To protect a legitimate business interest.

3. SPECIFIC FEATURES AND ADDITIONAL SERVICES.

3.1 When using the company’s services, you may be subject to additional guidelines and/or terms and conditions (including but not limited to the “General Terms and Conditions” and “Virtual Items Policy”) as and when applicable, to specific services and features which may be posted from time to time on the platform.

3.2 All such Guidelines are hereby incorporated by reference into these Terms and Conditions of use. In addition, your use is further governed by the Company’s Privacy Policy available at https://Wakavoice.com/privacy-policy (the “Privacy Policy”), which is hereby incorporated by reference into these Terms and Conditions and you consent to the collection, use and disclosure of any personal information in accordance with the Privacy Policy.

4. LIMITED LICENSE.

4.1 Subject to the terms and conditions herein, SQING SOLUTIONS PRIVATE LIMITED hereby grants you a limited, revocable, non-transferable, non-exclusive and non-transferable license to use its website/application and other related services (including all the updates and/or upgrades as and when provided) as an Agency, in order to onboard, contract, receive payments and keep track of their Host’s performance via the Company’s service interface.

4.2 The said license is solely for private and non-commercial use/purposes and is subject to the Agency adhering to these Terms and Conditions, Privacy Policy and any and all additional guidelines as and when updated by the Company.

4. INTELLECTUAL PROPERTY RIGHTS

5.1 The Website and all associated intellectual property rights (“IP”) remain the property of the Company or its third-party licensors. Except as expressly stated, nothing in these Terms grants the Agency any rights in or related to the IP, and all rights not expressly granted to the Agency are reserved by the Company.

5.2 The website/application and other related services are owned and operated by the company. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, algorithms, services, and all other elements of the Services (hereinafter referred to as “Company Materials”) that are provided by the company are protected under the relevant Copyright, Trademark, Patent laws/statutes, international conventions, and all other relevant intellectual property rules and regulations.

5.3 All company materials contained on the website/application are the copyrighted property of SQING SOLUTIONS PVT LTD Private Limited or affiliated companies and/or third-party licensors.

5.4 The Company materials does not include any User/Customer Content or content from third party sites regardless of the fact that the company’s website/application provides a link to access such content.

5.5 The Agency must not:

5.5.1 Copy, reproduce, modify, create derivative works of, decompile, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of, any IP;

5.5.2 Breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided on the website and/or Application;

5.5.3 Use any IP in a way that infringes or misappropriates a third party’s intellectual property rights or moral rights;

5.5.4 Distribute, disclose or allow use of any IP by any third party in any format, through any timesharing service, service bureau, network or by any other means;

5.5.5 Merge or combine any IP with any other technology not provided by the Company or any; or remove any proprietary notice language on any copies of any IP.

5.5.6 upload files that contain viruses, corrupt files, or any other similar software or programs that may damage the operation of another computer or electronic device;

5.5.7 falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

5.5.8 deceive or mislead the addressee about the origin of a message or communicate any information which is grossly offensive or menacing in nature;

5.5.9 harvest or otherwise collect information about others, including e-mail ad-dresses, without their consent.

6. AGENCY OBLIGATIONS

6.1 Restrictions; As a pre-condition to your use of the Service; you will not use the Services for any purpose that is unlawful or prohibited by these Terms and Conditions herein.

6.2 Access to the Company Materials and connected services from territories wherein the same is illegal is strictly prohibited.

6.3 Agencies are responsible for complying with all local rules, laws, regulations and policies, including, without limitation, rules with respect to intellectual property rights, the internet, technology, data, email, and/or privacy.

6.4 Agencies shall strictly comply with all Money Laundering and Gambling Laws that are in force within the territory of India and other applicable jurisdictions. The Agency shall further not engage in, aid or abet any such illicit or illegal activity through the Company’s platform.

6.5 Anti-Money Laundering: The Agency understands and acknowledges that the Company and its affiliates are, or may in the future become, subject to money laundering statutes, laws and regulations applicable within the territory of India or other international jurisdictions, and the Agency agrees to execute instruments, provide information, and/or perform any other acts as may reasonably be requested by the Company for the purpose of carrying out due diligence as may be required by Applicable Law(s). The Agency further agrees to provide SQING SOLUTIONS PVT LTD and its affiliates with such information as they may reasonably require to comply with applicable anti-money laundering laws or regulations. The Agency understand, acknowledge and agrees that to the extent permitted by Applicable Law, the Company may provide information, including confidential information, to the law enforcement agencies, or any other agency or instrumentality of the Indian Government, or as otherwise required by Applicable Law, in connection with a request for information made on behalf of law enforcement agencies investigating any terrorist activity or money laundering activities.

6.6 Use of any of the Company Materials for any other purpose apart from what is permitted herein is prohibited.

6.7 You will not use the company service in any manner that, in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of the Service.

6.8 You will not take any action that imposes an unreasonable or disproportionately large load on the company’s infrastructure.

6.9 You will not intentionally interfere with or damage the operation of the company’s services or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code.

6.10 You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the company’s services, features that prevent or restrict the use or copying of any content accessible, or features that enforce limitations on the use of the company’s services.

6.11 You will not attempt to gain unauthorized access to the company’s services, or any part of it, other accounts, computer systems or networks connected to it or any part of it, through hacking, password mining or any other means or try to interfere or attempt to interfere with the proper working of the company’s service and/or the activities conducted on the company’s services.

6.12 You will not obtain or attempt to obtain any materials or information through any means not intentionally made available by the company. You agree neither to modify in any manner or form, nor to use modified versions of the company’s services, including (without limitation) for the purpose of obtaining unauthorized access to the same

6.13 You will not utilize framing techniques to enclose any trademark, logo, or other company materials without our express written consent.

6.14 You will not use any meta tags or any other “hidden text” utilizing the company’s name or trademarks without our express written consent.

6.15 You will not deep-link to the company’s services and will remove any links that the company finds objectionable in its sole discretion. You will not use our logos, graphics, or trademarks as part of the link without our express written consent.

6.16 You will not send junk mail to other users of the service, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

6.17 You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms.

7. SERVICES & PAYMENTS

7.1 The Company and/or its Affiliates will make the Website/Applicable Company Services available to the Agency’s for the purposes including, but not limited to, onboarding, contracting, tracking the performance of their Hosts and other support. The Company Services are solely for use by Agency, subject to the terms of this Agreement.

7.2 These Agency’s shall be so designated by the Company as per its standards and qualification requirements and as applicable as per the company’s policy.

7.3 As a feature of the Company’s platform, Hosts will be able to collect and accumulate Virtual Items in their accounts (“Collections”) (these virtual items can either be bought by the hosts themselves and/or can be gifted to the hosts by third-party/Customers/users of the Company’s services)

7.4 Based on the Collections made by a Host (upon achieving the milestones), their respective Agency’s will receive payments in accordance with the applicable rates and prescribed policy of the Company; (as prescribed and updated by the Company from time to time)

7.5 In exceptional circumstances only (as determined by Company in its sole discretion, acting reasonably), the Company reserves the right to temporarily or permanently cancel or suspend a payment to the Agency. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of applicable Laws associated with the transfer of such payment to Merchant, the breach of this and/or any other supplement agreement(s) entered into between the parties.

7.6 The Company may, from time to time, request information from the Agency to confirm it’s identity as may be necessary under any applicable compliance obligations before transferring any payments and may refuse to process payments owed if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to the Agency.

7.7 Company Tools. The Company may make available certain Company Tools to the Agency, and Agency may access and use those Company Tools solely in connection with Agency’s use of the Company Services. The Company Tools, including all intellectual property rights therein, are and shall remain the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor the Agency’s use of the Company Tools or Company Data conveys or grants to the Agency any rights in or related to the Company Tools or Company Data, except for the limited licence granted above.

7.8 Company Website/App. The Agency acknowledges and agrees that in the course of its engagement with the company, they may gain access to certain proprietary information and/or gain back-end access to the company’s platform/website/mobile application. As between the Agency and the Company, the Company will retain sole and absolute control over the Company Website/App (and all elements of the user experience and user interface relating to the Company Website/App), including, without limitation, with respect to:

7.9 the personalisation of the Company Website/App for Customers, and;

7.10 adding, removing or otherwise modifying any feature or functionality made available through the Company Website/App to optimize reliability or efficiency on the Company Website/App.

7.11 No Service Guarantee. The Company and its Affiliates do not guarantee the availability or uptime of the Company Tools or Company Website/App. The Agency acknowledges and agrees that the Company Tools and Company Website/App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Company Tools and Company Website/App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Company and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

7.12 Furthermore, a few of the features of the Company’s Services may not be available to the Agency pursuant to gambling, money laundering and other applicable statutes, laws, rules and regulations. The Agency shall not engage in any illegal activity nor shall they use the Company services to aid or abet any such activity.

7.13 Disclaimer of Warranties. This clause applies only to the maximum extent permitted by applicable Law, and does not (and is not intended to) override any rights that the Agency has pursuant to applicable Laws. The Company and its Affiliates provide, and Agency accepts, the Company Tools and Company Website/App on an “as is” and “as available” basis. The Company and its Affiliates do not represent, warrant or guarantee that its access to or use of the Company Tools or Company Website/App: (i) will be uninterrupted or error free; and/or (ii) will result in any monetary benefits for the Agency. The Company and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of the Agency, its contacted Hosts and/or other users of the WAKA VOICE application, who may purchase or send Virtual Items to the Hosts. The Company and its Affiliates expressly disclaim all liability for any act or omission of the Agency, its contracted Hosts, any Customer, user or other third party.

7.14 Suspension of Company Services. The Company, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, the Agency’s access to the Company Services and Company Tools if:

7.14.1 The Agency fails to provide Required Documentation in a timely manner;

7.14.2 The Agency or their account is in arrears or is engaged in suspicious activity;

7.14.3 The Agency is, to the Company reasonable belief, in breach of this Agreement.

8. MARKETING AND PROMOTIONAL ACTIVITIES

8.1 Marketing. The Company may showcase the availability of the Hosts, contracted by the Agency’s on the Company Website/App through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. The Company (or a party designated by Company acting on Company’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the Company Website/App (“Company Marketing Materials”). The Agency’s agree that the Company Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Company.

8.2 No Additional Amounts. The Agency acknowledges and agrees that, through advertising and marketing, Company may seek to attract new Agency’s, Hosts and Users in order to increase existing user base of the Company’s Services and Company’s Website/App. The Agency acknowledge and agree that such advertising or marketing does not entitle the Agency to any additional monetary amounts beyond the scope of this Agreement.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

9.1 In consideration of the disclosure of Confidential Information by the Disclosing Party to the Receiving Party solely for the Purpose, the Receiving Party undertakes whether by itself, its successors and heirs, not to disclose Confidential Information to any third party, unless in accordance with Clause.

9.2 In addition to the undertaking above, the Receiving Party shall be liable for:

9.2.1 Any loss, theft or other inadvertent disclosure of Confidential Information, and

9.2.2 Any unauthorized disclosure of Confidential Information by persons or entities to whom the Receiving Party under this Agreement has the right to disclose Confidential Information, except where, the Receiving Party has used the same degree of care in safeguarding such Confidential Information as it uses for its own Confidential Information of like importance and in no event less than a reasonable degree of care; and upon becoming aware of such inadvertent or unauthorized disclosure the Receiving Party has promptly notified the Disclosing Party thereof and taken all reasonable measures to mitigate the effects of such disclosure and to prevent further disclosure.

9.3The Receiving Party understands and agrees that:

9.3.1 Any Confidential Information known only to the necessary personnel to whom it might be of commercial interest and not generally known to the public is not public knowledge;

9.3.2 A combination of two or more parts of the Confidential Information is not public knowledge merely because each part is separately available to the public.

9.3.3 The technical, commercial and strategic value of the Confidential Information to the Disclosing Party and understands that unauthorized disclosure of such Confidential Information will be injurious to the Disclosing Party.

9.4 The Receiving Party undertakes to notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party and will cooperate with the Disclosing Party by assisting the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use.

10. INDEMNIFICATION

The Agency will indemnify, defend and hold harmless the Company from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (A) the negligence or wilful misconduct of Agency in their performance of this Agreement; (B) any claims that, if true, would be a breach of any of the Agency’s representations, warranties or covenants in this Agreement; (C) The Agency’s violation or alleged violation of any law or other safety code, rule or regulation; (D) The Agency copying, storing, retaining, removing from the Company Tools or otherwise processing the Personal Data, except as permitted under this Agreement; (E) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with the Agency’s use of the company services, whether or not such claim arises during the Term of the Agreement.

11. LIMITATION OF LIABILITY

11.1 Under no circumstances, including, but not limited to, negligence, shall the company or its affiliates, contractors, employees, agents, or third party partners or suppliers, be liable to you for any special, indirect, incidental, consequential, or exemplary damages that result from your use or the inability to use the company materials or the service itself, or any other interactions with the company, even if the company or an authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, the company’s liability will be limited to the extent permitted by law.

11.2 In no event shall the company or its affiliates, contractors, employees, agents, or third-party partners or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the company services (whether in contract, tort, warranty, or otherwise) exceed the amount already spent by a particular user on the platform.

11.3 These limitations shall also apply with respect to damages incurred by reason of any products or services sold or provided to you by third parties other than the company and received by you through or advertised on the company service or received by you through any links provided on the company service.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement shall be governed by the law of the Republic of India.

12.2 In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration under the Indian Arbitration and Conciliation Act, 1996 including any amendments thereto. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. Courts in kochi shall have exclusive jurisdiction with respect to the arbitration proceedings.

12.3 These Terms will be governed by and construed in accordance with the laws of the State of Kerala and you submit to the exclusive jurisdiction of the courts located in Kochi for the resolution of any disputes.

13. MISCELLANEOUS

13.1 Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

13.2 Modification. The Company reserves the right to modify/change this Agreement as well as any information referenced at hyperlinks from this Agreement from time to time, at their sole discretion. Unless stated otherwise, any change takes effect immediately. The Agency will be responsible for ensuring that they are familiar with the latest Terms. By continuing to access and use the Website, they agree to be bound by the changed Terms.

13.3 Severability. If any provision of the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of the Agreement but the legality, validity and enforceability of the remainder of the Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of the Agreement.

13.4 Force Majeure Event. Any delay in or failure by either party in the performance of this Agreement shall be excused if and to the extent such delay or failure is caused by a Force Majeure Event. The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement.

13.5 Assignment. The Agency may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Company. Company may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Company shall be expressly discharged from all obligations and responsibilities arising after the assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.

13.6 Relationship between the Parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment or worker relationship (including from a labour law, tax law or social security law perspective), between the Company (and/or its Affiliates) and the Agency; and (b) except as specified in this Agreement, no joint venture, partnership, or agency relationship exists between the Company (and/or Company’s Affiliates) and the Agency. No party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement. The relationship between the parties under this Agreement is solely that of independent contractors.

13.7 Notice. Any notice will be sent to the address of the relevant party as provided to the Company and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) three (3) days after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient.