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PROCALYX
TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING THIS PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF USE BELOW AND/ OR ANY SUCH TERMS AND CONDITIONS OF USE AS ARE COMMUNICATED ON THE PLATFORM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF USE BELOW AND/ OR ANY SUCH TERMS AND CONDITIONS OF USE AS ARE COMMUNICATED ON THE PLATFORM THEREOF, YOU MUST NOT ACCESS OR USE THIS PLATFORM OR ANY PLATFORM THEREOF.

Usekiwi Infosolutions Private Limited (hereinafter referred to as 'Company'), owns and operates a platform which functions as an information exchange for the hospitals and the pharma companies where the hospitals' requirements on basis of their ongoing consumption pattern shall be communicated to the pharma companies and the pharma companies can submit their quotations for the sale of their respective products ("Platform"). These Terms & Conditions of Use ("Terms") are published in accordance with the Information Technology Act, 2000, provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, regulations, guidelines, bye laws and notifications made thereafter that require publishing of the rules and regulations, Digital Personal Data Protection Act, 2023, privacy policy and Terms for access or usage of this Platform. , . By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

These Terms are in addition to any separate contract executed between the User and the Company and shall be read in conjunction with such agreement. In the event of any conflict, the terms of the executed agreement shall prevail to the extent of such conflict unless the agreement states otherwise.

The Company provides services to Users by enabling them to register, create, and maintain an account on the Platform, thereby facilitating access to relevant information, features, and functionalities available therein ("Services"). By registering on the Platform, Users may avail themselves of the Services offered by the Company, subject to compliance with these Terms.

For the purposes of these Terms, "User(s)" shall mean and include, collectively and individually, any pharmaceutical company, hospital, or dealer that registers, accesses, or otherwise uses the Platform, whether through an individual or corporate account. The term includes their directors, officers, employees, agents, consultants, contractors, representatives, or any other personnel duly authorised to act for or on behalf of such entity, including dealers engaged by pharmaceutical companies or holding an independent Platform account. The meaning of User(s) shall be determined under these Terms as the context may require. The expressions "You," "Your," and "Yours" shall collectively refer to the User(s), including their authorised representatives and personnel. The expressions "We," "Us," and "Our" shall refer to the Company, including its affiliates, subsidiaries, and any entity under common control with the Company.

REGISTRATION AND ACCEPTANCE

Users must register on the Platform to utilise the Services. During registration, Users shall be required to provide their organisational details and any other information as may be specified by the Company. Users agree to submit accurate, current, and complete information to create an account and access the Platform (hereinafter referred to as the "User Account").

The User Account shall be linked to and owned by the User, containing details relevant to the User. If the User is an organisation, it shall designate at least one authorised representative to manage the User Account, and where the User designates more than one User, it shall pay the fee as applicable on the Platform. Only duly authorized representatives may register or administer an account on behalf of an organization, and the organization remains responsible for all actions taken under its account.

To register on the Platform, Users must have attained the age of 18 years and possess the requisite authority to act on behalf of the User entity.

You may create or authorise accounts for Your personnel or employees (each, an "Authorised User") to access the Platform on Your behalf. You are fully responsible and liable for all actions, omissions, and breaches of these Terms by Your Authorized Users. Any act or omission by an Authorized User that would constitute a breach of these Terms if taken by You will be deemed a breach by You.

Users are responsible for maintaining the confidentiality of their login credentials and ensuring that their User Account is not accessed or misused by unauthorized parties. Any transactions, bids, or actions conducted through the User Account shall be deemed to have been undertaken by the User. The User shall notify the Company immediately of any unauthorized use, security breach, or suspected compromise of the User Account. It is clarified herein that no third party shall be shared or communicated the details of the login credentials, except as allowed in these Terms.

The Platform enables hospitals to communicate their procurement requirements, based on their ongoing consumption patterns, to pharmaceutical companies subscribed to such hospitals, and enables pharmaceutical companies to submit quotations for the sale of their respective products. Users may upload or provide relevant information through the Platform, including but not limited to procurement requirements, consumption data, bids, purchase orders, invoices, organisation details, or such other information ("User Data"). Each User shall be solely responsible for ensuring that the collection, processing, and sharing of its User Data complies with applicable laws and regulations, and represents and warrants that it has obtained all necessary rights, consents, and authorizations to use and share such User Data on the Platform.

Users acknowledge that the Company shall not be responsible for independently verifying or correcting such data and shall not be liable for any inaccuracies, errors, or losses resulting from reliance on User Data.

Users acknowledge and understand that not all Services on the Platform may be available in all geographic regions, jurisdictions, or organizational structures. The Company reserves the right to determine a User's eligibility for certain Services based on applicable factors, including but not limited to account type, subscription plan, and regulatory considerations. Eligibility criteria may differ for hospitals and pharmaceutical companies.

You covenant to maintain and promptly update all information provided to the Company, including Your User Account information, to ensure it remains true, accurate, current, and complete at all times.

ACCESSING THE PLATFORM BY PHARMACEUTICAL COMPANIES

Users shall be required to pay a subscription fee to access the Platform and utilize the hospital data as and when displayed by the Company on the Platform. The subscription fee may vary depending on the subscribed hospitals, no. of Users or such other factor as may be reasonable for the Company and Users will have access only to the data of the hospitals to which they have subscribed. The Company reserves the right to modify, increase, waive, or introduce additional charges at its sole discretion.

Upon successful registration and payment of the applicable subscription fee, Users shall have access to data provided by the subscribed hospitals, including but not limited to consumption patterns, procurement requirements, and other relevant information. Users may utilize this data to submit proposals in accordance with the mechanism and rules prescribed by the Company. The Company does not guarantee the accuracy, completeness, or availability of such data and shall not be liable for any reliance placed by the User.

The Company reserves the right to determine, limit, or modify User access to the Platform, including the ability to subscribe to hospitals, provide quotations, or access certain functionalities based on the subscription plan selected by the User. Multiple access permissions to the User Account may be granted, subject to the User's subscription terms and additional conditions as may be prescribed by the Company.

The Platform provides access to a range of services designed to facilitate interactions between pharmaceutical companies and hospitals. These services include, but are not limited to:

Users shall have the right to access and use the Platform strictly based on their subscription plan. Access to specific features and functionalities may vary based on the User's account type, subscription level, or other criteria determined by the Company.

The services provided through the Platform are intended solely for the internal use of registered Users and shall not be resold, redistributed, or commercially exploited without the Company's prior written consent.

Users acknowledge that all transactions facilitated through the Platform are independently negotiated between the relevant Users (including hospitals and pharmaceutical companies). The Company acts solely as a facilitator and is not responsible for the execution, fulfilment, or enforcement of any transaction.

ACCESSING THE PLATFORM BY HOSPITALS

Hospitals shall be required to register on the Platform to access the Services and undertake the onboarding process as required by the Company. The Hospital may use the Platform on a centralized or branch-wise basis. For multiple branches, the Hospital shall provide contact details, authorized personnel lists, and other necessary particulars for each branch, enabling the Company to coordinate separately while maintaining alignment with overall procurement processes.

The Company may charge a subscription fee for hospital access, which may vary depending on the nature of the subscription plan, the number of Users, or such other factors as the Company may reasonably determine. The Company reserves the right to modify, increase, waive, or introduce additional charges at its sole discretion.

The Hospital shall be enabled to manage and communicate its medicine inventory, procurement requirements, consumption data, and receive offers or bids from Pharma Companies and distributors through the Platform, as supported by the Company.

The Company reserves the right to determine, limit, or modify hospital access to the Platform, including the ability to upload procurement requirements, receive quotations, or access certain functionalities, based on the subscription plan selected by the hospital and shall have the discretion on the modes processes or channels of interaction. Multiple access permissions to the Hospital's User Account may be granted, subject to the subscription terms and additional conditions as may be prescribed by the Company.

The Platform provides access to a range of services designed to facilitate interactions between hospitals and pharmaceutical companies. These services include, but are not limited to:

The Company does not guarantee the accuracy, completeness, or availability of any data provided by Users (including pharmaceutical companies) and shall not be liable for any reliance placed by the Hospital.

Hospitals shall have the right to access and use the Platform strictly based on their subscription plan. Access to specific features and functionalities may vary depending on the account type, subscription level, or other criteria determined by the Company.

The services provided through the Platform are intended solely for the internal use of registered hospitals and shall not be resold, redistributed, or commercially exploited without the Company's prior written consent.

The Hospital shall ensure all information provided during onboarding and throughout the engagement is accurate, complete, and promptly updated. The Company reserves the right to verify details and request additional documentation as required.

Users acknowledge that all transactions facilitated through the Platform are independently negotiated between hospitals and pharmaceutical companies. The Company acts solely as an intermediary and is not responsible for the execution, fulfilment, or enforcement of any such transaction.

ACCESSING THE PLATFORM BY DEALERS

Dealers shall be required to register on the Platform and obtain a separate account to access the Services. Dealers may be introduced by a pharmaceutical company or independently register, subject to Company approval.

Dealers' access to the Platform shall be governed by a subscription or authorization granted by the Company. The Company may charge a fee for dealer access, which may vary depending on the number of hospitals, volume of transactions, or other factors, and reserves the right to modify, waive, or introduce additional charges at its discretion.

Upon successful registration and authorization, dealers shall have access to hospital and inventory data as permitted by the Company, including procurement requirements, consumption patterns, and related operational information. Dealers may submit proposals, place bids, or engage with hospitals in accordance with the terms of the pharmaceutical company and rules prescribed by the Company.

Dealers shall act solely in accordance with the instructions and authorization of the introducing pharmaceutical company and shall keep the company informed of all activities, proposals, and transactions conducted via the Platform.

Dealers' access to the Platform and specific functionalities may be limited or modified by the Company based on subscription, authorization level, or operational considerations.

All data collected through the Platform by dealers shall be shared with the Company for recordkeeping, facilitation, and reporting purposes.

Dealers shall maintain strict confidentiality, internal safeguards, and compliance with applicable data protection laws in relation to all information accessed on the Platform and shall immediately notify the Company of any unauthorized access, misuse, or breach of data.

All transactions between dealers and hospitals are independently negotiated. The Company acts solely as a facilitator and shall not be responsible for the execution, fulfillment, or enforcement of any dealer-hospital transaction.

Dealers shall not resell, redistribute, or commercially exploit any data or Services provided through the Platform without the prior written consent of the Company.

OBLIGATIONS OF AUTHORISED USERS

You and Your Authorised User shall:

RESPONSIBILITIES OF THE USER

Users shall be responsible for maintaining the confidentiality of their login credentials and ensuring that their User Account is not accessed, misused, or compromised by unauthorized parties. Any transactions, bids, or actions conducted through the User Account shall be deemed to have been undertaken by the User. The User shall promptly notify the Company of any unauthorized access, security breach, or suspected compromise of the User Account.

By using the Platform, You agree to these Terms and any additional terms and conditions that may apply to specific features or services offered on the Platform, including the terms and conditions and privacy policies of any third party, as specified on their respective websites or any other platform.

No User shall undertake any unauthorized reproduction, download, recreation, sharing of confidential procurement data, sublicensing, or any form of distribution that violates these Terms. Any such actions shall be treated as misuse of the Platform and may result in immediate suspension or termination of access.

By utilizing the Platform, You expressly authorize the Company to use and display information related to Your engagement on the Platform, including the User's name and details, for analytics, advertisements, offers, and other content, whether sponsored or otherwise, across our Services, without any obligation of compensation.

You covenant and agree that You shall, at all times, comply with all applicable laws, regulations, and legal requirements in Your use of the Platform and in the performance of any transactions or obligations arising therefrom and in terms of the Company's policies while accessing and utilizing the Platform.

Users shall pay the applicable subscription fees as per their selected plan and shall not attempt to access Platform services beyond their subscribed level. Non-payment, delayed payment, or any violation of subscription terms may result in suspension or termination of access at the Company's discretion.

The Company reserves the right to investigate any suspected fraudulent, deceptive, or unlawful activity on the Platform. If the Company, in its reasonable discretion, determines that a User has engaged in such activity, the Company may, after following a reasonable escalation process where appropriate, take one or more of the following actions:

USAGE CONDUCT

The Company grants the User a limited, personal, non-exclusive, non-transferable and non-sublicensable right to use the Platform, subject to the Terms and Privacy Policy and the following specific representations and warranties:

User shall use the Platform solely for internal business purposes and lawful activities related to the Services and shall not resell, disclose, or exploit Platform content beyond what these Terms permit.

User shall only access the Platform using authorised and lawful means.

Any configuration or set-up of the devices for access to the Platform shall be the sole responsibility of the User.

The Company shall collect, store, process and use the User information in accordance with the Company's Privacy Policy. The use of the Platform and submission of Personal Data (if any) (as defined in the Privacy Policy) shall be construed as the User giving consent for the collection and use of information disclosed by the User to the Company, in accordance with the Privacy Policy.

The User shall not knowingly include or use any false or inaccurate information in the personal information.

The User shall not take any action that interferes with, degrades or adversely affects the Company and/or the Platform.

The User shall not use the Platform, or any portion thereof, to transmit, publish, post, upload, distribute or disseminate any inappropriate, harassing, abusive, defamatory, libellous, obscene, illegal or deceptive content.

The User shall not use the Platform in a manner that (a) is prohibited by any law or regulation, or facilitates the violation of any law or regulation, or (b) will disrupt a third party's similar use, or (c) violates or tampers with the security of the Platforms.

The User shall ensure that the Platform is not used to upload, post, transmit, or otherwise make available any content that contains a virus or any other form of malicious code or data that is likely or intended to have an adverse impact on or provide unauthorized access to the Platform or any other software, hardware, services or data.

You shall not indulge in decompiling, reverse engineering, disassembling content, or removing any intellectual property right associated with the Platform, including our copyright, trademarks, trade secrets, designs, patents, or other proprietary notices.

The User shall not copy, modify, adapt, translate, or reverse engineer any portion of the Platform, its content or materials and/or the services. Further, the User shall not use the Platform to develop or to assist anyone in developing a competitive business, service or for other competitive purposes.

Any unauthorized reproduction or publication of such data is strictly prohibited and may result in legal action.

Users hereby grant their consent to receive various forms of communication, including announcements, administrative notifications, and promotional materials from the Company or any entities affiliated with the Company.

You agree not to use the Platform or Services to solicit, promote, advertise, or engage in any commercial activities that are unrelated to, or in conflict with, the intended purpose of the Platform without the Company's prior written consent. Any such activity shall be considered a material breach of these Terms.

In the event of any dispute or issue arising between the hospital and pharmaceutical company, or between any User and their employees, regardless of whether the services were accessed through the Platform, the Company shall not be held responsible or liable. The User acknowledges that any such disputes are solely between them and the respective party involved, and the Company shall not be made a party to such disputes or issues.

DISCLAIMER OF WARRANTIES AND LIABILITIES

The Platform and Services are provided on an "AS-IS" And "AS-AVAILABLE" Basis. You acknowledge that the platform's performance and availability are subject to the limitations and inherent risks of the internet and electronic communications. The Company does not warrant that the Platform will be uninterrupted, timely, secure, or error-free.

To the fullest extent permitted by Law, the Company shall not be responsible for any service interruptions, delays, or failures, including those that arise from:

You agree that Your use of the Platform is at your sole risk, and the Company expressly disclaims all warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You expressly acknowledge and agree that the Company is not a party to, and shall have no responsibility or liability whatsoever for, the consummation, performance, or breach of any transaction or agreement entered into between Users (e.g., between a Hospital and a Pharmaceutical Company or Dealer). The Company's role is strictly limited to providing the Platform. All such transactions are conducted at the Users' own risk. Without limiting the foregoing, the Company expressly disclaims all liability for:

The Company does not make any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third-party content, and disclaims all liabilities arising from or related to third-party content.

The Company does not warrant that any of the software used and or licensed in connection with the Platform will be compatible with other third-party software or devices, nor does it warrant that the operation of the Platform and the associated software will not damage or disrupt other software or hardware.

Notwithstanding anything contained elsewhere in these Terms, in no event shall the Company be liable to the User or anyone for any Harmful Code (as defined hereinafter) or default, or error, or for any reason who claims under the User for any costs or loss incurred or suffered by the User or anyone claiming under the User, including but not limited to any special, exemplary, consequential, incidental, punitive or indirect damages on any theory of liability, whether in contract, tort (including without limitation negligence), strict liability or otherwise. In no event or circumstance shall the Company be under any liability to make good any loss, whether by way of any monetary payment or otherwise.

The Company or anyone else involved in administering, distributing or providing the Platform further explicitly disclaims any and all liability for any mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses computer viruses or other harmful, disabling computer code, computer instructions, circuitry or other technological means whose purpose is to disrupt, damage or interfere with any computer and communications facilities or equipment ('Harmful Code') that may be transferred to the User's devices when accessing the Platform. By way of clarification, Harmful Code shall include, without limitation, any code containing viruses, Trojan horses, worms or destructive code or code that was intentionally written to self-replicate. The User is advised to obtain and use appropriate anti-virus and security software and to take all other appropriate measures to safeguard the integrity of the User's devices.

LINKS TO THIRD-PARTY APPLICATIONS, SERVICES AND PRODUCTS

Within the Platform, the User may encounter links to other websites or applications that are independently owned and managed by third parties. The User's interaction with these external sites is subject to the terms and conditions, if any, stipulated by those specific websites or applications. The Company does not exercise control over any websites or applications outside of its Platform and therefore disclaims responsibility for the content found on any third-party websites or applications. It is crucial to understand that the Company's inclusion of third-party content or links to third-party websites and applications should not be interpreted as an endorsement or validation of such third-party websites or applications by the Company.

User's correspondence, transactions/offers or related activities with third parties, including payment processors, are solely between the User and that third party. User's correspondence, transactions and usage of the services/offers of such third party shall be subject to the terms and conditions, policies and other service terms adopted/implemented by such third party, and the User shall be solely responsible for reviewing the same prior to transacting or availing of the services/offers of such third party.

User agrees that the Company shall not be responsible or liable for any loss or damage of any sort incurred as a result of any such transactions/offers with third parties. Any questions, complaints, or claims related to any third-party product or service should be directed to the appropriate vendor.

The Platform amalgamates content that is both originated by the Company and provided by third parties. Notably, the Company does not furnish any warranties concerning the precision, entirety, or quality of content contributed by third parties. Therefore, the Users are explicitly advised against placing unwarranted reliance on third-party content when availing themselves of the Services available on the Platform.

The Platform may also contain links to or integrations with other websites, applications, or services operated by the Company or its affiliates. Use of such websites, applications, or services shall be governed by their respective terms and conditions and privacy policies, and not by these Terms. The Company disclaims any liability arising out of or in connection with the User's access to or use of such websites, applications, or services, and the User shall be solely responsible for reviewing and complying with the applicable terms governing such use.

PAYMENTS AND FEES

You agree to pay all applicable fees ("Fees") as specified in Your Service Agreement, Subscription Agreement, or other commercial arrangement or as provided for on the Platform or any document or communication with the Company ("Arrangement"). All Fees are due as stated in Your Arrangement, are non-refundable, and are exclusive of all applicable taxes, which You are responsible for paying. Failure to pay any Fees by the due date may result in the immediate suspension or termination of Your access to the Platform and Services. The Company reserves the right to modify its Fees upon prior notice, with such changes taking effect as specified in the notice or upon the renewal of Your subscription term.If any change occurs in relation to Platform services or availability, the Company may, at its discretion, issue credits to account holders. Any such credits will be subject to terms determined by the Company and may only be applied toward future fees. Credits are non-transferable and not exchangeable for cash or other refunds.

INTELLECTUAL PROPERTY RIGHTS

The User acknowledges that any and all intellectual property rights (including but not limited to all trademark, copyright, patent, service marks, etc.) and other proprietary rights in relation to the Platform including without limitation any derivatives, improvements or modifications which ownership is directly attributable to the Company (expressly excluding any personal information, intellectual property which belongs to a third party) and any suggestions, ideas, enhancement requests, feedback, recommendations created on the Platform or is related to the Services shall vest completely and fully with the Company within and beyond the territory of India and the User shall have no right or claim in any manner whatsoever.

The Platform amalgamates content generated by the Company, its partners, affiliates, licensors and associates. The intellectual property rights may include names, logos, marks, labels, trademarks, copyrights or other intellectual property rights, ('Intellectual Property Rights'), governing all foundational software underpinning the Platform and the materials presented within it, inclusive of, though not limited to, software, advertisements, written contents, photographs, graphics, images, illustrations, trademarks, logos, audios or video clips, and animations, are the exclusive property of the Company, its partners, licensors, and associates. Users are expressly prohibited from modifying, publishing, transmitting, participating in the transfer or sale of, reproducing, crafting derivative works from, distributing, publicly performing, displaying, or in any manner exploiting any materials or content featured on the Platform, be it in its entirety or part, without obtaining prior written authorization from the Company. However, the User shall be the exclusive owner of its intellectual property rights or any User Content created, uploaded, or shared on the Platform.

Users pledge not to showcase or employ the names, logos, marks, labels, trademarks, copyrights, or other intellectual and proprietary rights belonging to third parties on the Platform. Users consent to indemnify and safeguard the Company, along with its directors, personnel, affiliates, and assignees, against any and all the expenses, damages, losses, and liabilities, including legal costs and attorney fees, arising from any third-party claims, particularly those related to the violation of Intellectual Property Rights due to the display or utilization of names, logos, marks, labels, trademarks, copyrights, or other intellectual and proprietary rights on the Platform, whether by the User directly or through their actions or inactions.

The Intellectual Property Rights displayed on the Platform and owned by any individual (including Users), organization, or third party are unequivocally acknowledged as the exclusive property of their respective owners. Any disputes, controversies, or matters arising concerning these names, logos, marks, labels, trademarks, copyrights, or intellectual and proprietary rights should be promptly and directly directed to the respective rights holders, with notice to the Company.

DISCONTINUATION OF THE USE OF THE PLATFORM

In case of any cancellation/ inactivation/ unsubscription, we request that You inform the Company about Your intention to the Company in writing via email, message, or call our customer care phone number/ representative, or by utilizing any other option provided on the Platform.

You may terminate your use of the Platform at any time by unsubscribing from the Platform or deleting your User Account. Provided, the Company may continue to maintain transaction records for record-keeping purposes and/or regulatory reasons. Deletion of the account or termination does not terminate your obligations undertaken prior to deletion or termination of the User Account. The Company may continue to retain a record of your data, activities or transactions made on the Platform for regulatory and archival purposes.

The Company reserves the right to terminate or suspend your access to the Platform at any time and for any reason without prior notice.

The Users shall not engage in any form of fraudulent transactions or criminal offences. Any fraudulent schemes or activities aimed at defrauding the Company, or other Users while using the Platform shall be reported under the relevant law to the appropriate authorities. The Company reserves the right to withdraw its Services and the right to close, suspend, limit, or put on hold a User's Account at its discretion.

INDEMNIFICATION

By accepting these Terms and using the Platform, the User agrees that the User shall defend, indemnify and hold the Company, its directors, shareholders, officers and other representatives, Partners and affiliates including their employees, officers and representatives harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:

TERMINATION

These Terms will continue to apply until terminated by either the Company or the User as set forth below.

Termination by the User. If the User elects not to be bound by these Terms, the User may terminate the relationship with the Company by unsubscribing from the Platform.

Termination by the Company. The Company may, at its discretion and at any time, with or without notice, terminate or suspend the Terms, with or without cause, if:

The Company shall not be liable to the User or any third party for any such termination.

CONSEQUENCES OF TERMINATION

In the event of termination, Your data will be retained by the Company for a period of 12 months. During this period, You may resubscribe and reactivate your account. However, if You remain unsubscribed for more than 12 months, the Company may proceed to delete Your data.

The limited licences or assignment granted for use of the Platform to the User in accordance with these Terms shall stand terminated, effective immediately.

The Company, in its sole discretion, may initiate appropriate legal proceedings against the User, if necessary, in the event the termination is on account of the User's breach of these Terms.

Termination shall not affect User's liability or obligations arising prior to such termination, and for the avoidance of any doubt, it is hereby clarified that deletion, deletion of the User Account on the Platform and/or discontinuation of the Services, shall not discharge the User from the responsibility, obligation and liability in accordance with these Terms.

FORCE MAJEURE

Notwithstanding the limitations or disclaimers outlined in these Terms, the Company shall not be held responsible for any delay or failure in performance, whether directly or indirectly caused, which is beyond its control. This includes but is not limited to incidents such as internet errors, electrical power failures, damage to computer or telecommunication equipment, labour strikes, disputes, civil unrest, natural disasters, governmental actions, epidemics or pandemics, court or regulatory orders from domestic or foreign jurisdictions, and negligent actions carried out by third parties.

GOVERNING LAW

These Terms shall be governed and construed under the laws of India, and the courts of Delhi, India shall have exclusive jurisdiction.

DISPUTE RESOLUTION

In the event of any grievance or issue in relation to these Terms of Service, the User shall first notify the designated Grievance Officer of the company in writing in accordance with Clause 18 herein below. Upon receipt of the grievance notification, the Company shall resolve the issue amicably with the User. If the Company fails to address the grievance within a reasonable timeframe of receiving the notification, the User may proceed to follow the dispute resolution seeking legal recourse through the competent courts if necessary.

Notwithstanding anything contained herein, the Company shall have the right to proceed against the User for any breach or violation, including but not limited to these Terms, Privacy Policy, terms or policies of the Platform, violations of applicable laws, regulations, or engaging in any illegal activities or for any other reason deemed necessary by the Company. In such cases, the Company reserves the right to initiate legal proceedings directly in the competent courts without the necessity of prior notification or attempted resolution through discussions.

The competent courts situated in Delhi, India shall possess exclusive jurisdiction to adjudicate upon all disputes arising from or associated with the Platform or Services offered by The Company. This jurisdiction encompasses matters pertaining to the construction, validity, interpretation, and enforceability of these Terms, as well as the rights and responsibilities of the User(s) and the Company. Furthermore, these courts shall have the exclusive authority to grant interim or preliminary remedies in the event of any dispute referred to arbitration. All such concerns and queries shall be subject to governance and interpretation in accordance with the laws of the Republic of India.

Nothing contained in these Terms shall prevent the Company from seeking and obtaining interim or permanent equitable or injunctive relief, specific performance or any other relief available to safeguard the Company's interest prior to, during or following the filing of arbitration proceedings or pending the execution of a decision or award in connection with any arbitration proceedings from any court having jurisdiction to grant the same.

AMENDMENT AND MODIFICATION

The Company reserves the right to modify these Terms at any time with or without any further notice(s) by uploading the revised Terms on the Platform, and you must keep yourself aware of the revisions to the Terms of the Platform.

MISCELLANEOUS

The Company's failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

The Company's rights under these Terms shall survive any discontinuance of the access or use of the Platform.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Any notices to the User from the Company regarding the Platform or these Terms shall be posted on the Platform or sent by email or regular mail.

The Company reserves the right to assign any rights as it deems fit to any third party whatsoever.

GRIEVANCE REDRESSAL OFFICER

The Company is committed to addressing User grievances promptly. For internal resolution, Users can contact customer support. If dissatisfied, escalate the matter to the Grievance Officer. The Company pledges fair and timely redressal, and no retaliatory action will be taken against Users for raising grievances in good faith. The Company reserves the right to modify the grievance redressal mechanism, with any changes communicated on the Platform. For assistance, contact at grievance@procalyx.com.