TERMS OF USE

These Terms of Use (or, the “Terms”) presented below are the basic rights and obligations that you and us have between us when you use our Services and outline the terms and conditions that govern your access to the Codebell Mobile Application (the "Application"), Codebell Scanner Device( the “Scanner Device”) and use of services offered through our Application (collectively, "Services") and constitutes a binding legal agreement between you ("you", "your" or "yours") and Codebell Technologies Private Limited (hereinafter referred to as "Company" / "we"/ "us") (which expression shall include its successors and assigns).

When you use our Services, you also agree to the Terms and they affect your rights and obligations. You can choose not to enjoy the Services, if you don’t want these Terms to apply (and these Terms also include our Privacy Policy and other policies on our policies page, which are incorporated herein).

By downloading, installing or using our Application, Scanner Device and/or the Services, you signify your agreement to be bound by the Terms. Your continued use of our Application and/or the Services offered through our Application will imply your acceptance of the conditions contained under these Terms.

These Terms constitute an 'electronic record' within the meaning of the applicable laws and does not require any physical or digital signatures.

Please read these Terms carefully before you use our Application, Scanner Device or any Service offered by us through our Application. These terms control the relationship between Company and you. They do not create any third party beneficiary rights. Some features of our Services may be subject to additional terms and conditions, which you should read before making use of those features, and they add up to these Terms.

• Updates to Terms.

  We are always working on adding new features to our Application and Services, and because of that, and also due to applicable changes in law, we may revise and reissue these Terms occasionally, by posting updated Terms. You consent and agree to receive notices of updates of these Terms through our posting of updated Terms on the Services. You should visit this page regularly to review the current Terms. If you do not agree to updated Terms, you should stop using our Services and/or close your account. Your continued use of any of our Services will be deemed as your acceptance of any revisions.

• Online Privacy.

  Your privacy is important to us. Any information (including your personal information and/or sensitive personal data or information) provided by you in the Application will be collected, stored, processed, transferred or shared by us in accordance with our Privacy Policy. So, to better protect your privacy, we provide notices explaining our information practices and the choices you can make about the way your information is collected and used at our Services. Please go through our Privacy Policy to know more.

• Licence

a.

Ownership- All content embedded in the Application, including any text, graphics, logos, button icons, images, audio clips and software, our Application, Scanner Device, Services and any other materials incorporated by us on our Application and Services (“Material”) is the exclusive property of the Company or its licensors and are protected by applicable laws and copyrights, patents, trade secrets or such other proprietary rights (“Protected Material”). Some of the characters, logos, or other images incorporated by us in our Services are also protected as registered or unregistered trademarks, trade names, and/or service marks owned by us or others (“Trademarks”). The Company or its licensors own the title, copyright, and other intellectual property rights in the Material and Service, and by using our Services, you do not acquire any ownership rights in Service or Materials contained therein. We respect the intellectual property rights of others and ask users of our Application and services to do the same.

b.

License- Subject to these Terms, the Company grants you a limited, personal, non-assignable, non-transferable, non-exclusive, revocable, and non-sub licensable license to use and/or access the Application or Services (including the content made available through the Application or Services) provided that: (a) you will use the Application and/or Services solely for lawful purposes only; (b) you will not, nor allow third parties on your behalf to reproduce, reverse engineer, duplicate, copy, sell, create derivative works or otherwise exploit for any unlawful purpose the Application (including its content) and/ or Services; (c) You will not use the Application, Services and the Scanner device for any unlawful purpose or in relation to a illegal establishment; (d) you will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including without limitation images, text, page layout, or form); and (e) you will not use any meta-tags or any other 'hidden text' utilizing Codebell name or trademarks. Any unauthorized use of the Application and/or Services terminates the permission or revokes the license granted herein.

c.

Certain content or services made available through the Application or the Services may have been created, published, provided or shared by other users, publishers, and other third parties ("Third Party Content/ Services"). Such Third Party Content/Services is the sole responsibility of the person who published/submitted/provided the Third Party Content/Services. By using the Application and/or Services, you agree that the Company or its affiliates will not be responsible/liable for any such Third Party Content/Services in any manner whatsoever. You will not, nor allow third parties on your behalf to reproduce, duplicate, copy, sell, create derivative works or otherwise exploit for any unlawful or other purpose any Third Party Content/Services. Company does not guarantee the validity, fitness for a particular purpose, veracity, accuracy or legal status or confidentiality with respect to the Third Party Content/Services.

• Your Content.

a.

Our Application or Services may allow you to create, upload, share and/ or store content, including but not limited to, photos, profiles (including your name, images and/or voice), information, ID Proofs, etc. (collectively, "Content")

b.

By posting or sharing or sending your Content through our Application or the Services, you grant Company and our affiliates, a worldwide, non-exclusive, royalty-free, revocable, sub-licensable and transferable license to use, copy, reformat, modify, translate, create derivative works, display, and distribute such Content but limited to ONLY for or ONLY in connection with the use of the Application and/or Services. In the event you or any other person appears in any Content submitted to Company by you, you grant Company an unrestricted, worldwide right and license to use your name, likeness, and voice. In addition to granting us the aforementioned rights, you also grant us a perpetual license to create derivative works from, promote, exhibit, and display Content posted by you in any form and in any distribution methods (now known or later developed), but limited to ONLY for or ONLY in connection with the use of the Application and/or Services.

c.

The Company DOES NOT ASSERT ANY OWNERSHIP over the Content and subject to the rights granted to Company in these Terms. You retain full ownership of the Content and proprietary rights associated with the Content.

d.

YOU WILL BE ENTIRELY RESPONSIBLE for all Content that you upload, transmit, share or display through our Application and/or Services. Company does not guarantee the validity, accuracy or legal status or confidentiality with respect to any Content and you will be solely responsible to assume all risks for any consequences arising out of uploading, posting, broadcast, transfer or disclosure of the Content. You confirm and warrant that the Content does not violate the representation and warranties you provide under these Terms.

e.

You agree and acknowledge that if you transmit any Content through the Application, you have permission from the rightful owner of the Content or you are otherwise legally entitled to use or transmit the Content and to grant Company and our affiliates all of the license rights granted herein.

f.

In order to enable you to access your data from any of your devices without relying on third-party services or local device storage, you authorize Company to store your information including but not limited to your login credentials and Your Content, on Company’s servers. Information/Data stored on Company’s servers is encrypted using 256-bit encryption. We reserve the right to set storage limits and we may change these limits from time to time in our sole discretion.

g.

Upon Deletion of Your Account: Subject to applicable laws, upon deletion of the Company account, Company will immediately delete all your Content from its database and servers, except to the extent required to be retained by applicable law. For the avoidance of doubt, it is clarified that any part of your Content (viz. your login credentials, ID Proofs, extracted information from ID Proofs, geo location) stored by the Administrator (on whose requirement you have used our services) locally on their devices may remain even after you delete your account till it is deleted by such Administrator.

h.

Automatic Deletion of Content: If you stop using Services and do not come online for at least 60 days, Company reserves the right to delete all your information stored on Company servers.

• Restrictions on your Content.

  We want to protect you and other users and make sure yours and other users’ experiences are positive. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any user content on the Service, to suspend or terminate users, and to block users of Company without liability to us, including where such user content, in our sole discretion, violates these Terms, or any additional terms, or that we otherwise find objectionable. We also reserve the right to respond to user support requests or reports provided through the Company App, or protect the rights, property or safety of Company, its users and the public.

• Billing & Payment, Refunds, and Plan Changes

1.

Paying online - Once you have registered and set up an account with us, Basic and Premium services may be subscribed to by following the Billing prompts that will appear on-screen. You may check and correct any input errors up until the point at which you submit your purchase to us by clicking the [“Pay now”] button on the checkout page. You acknowledge that by clicking on the [“Pay now”] button, you enter into an obligation to pay for the Basic or Premium subscription. The contract between you and us in relation to the Service(s) subscribed to (“Contract”) will be formed at the moment we confirm your purchase of the Basic or Premium subscription on the following page.

2.

Subscriptions - Use of a Codebell Account requires an up-to-date subscription payment, as set out on the Site. Payment for a subscription is due upfront, is non-refundable and can be made by any of the payment methods available on the Site. Failure to make regular payments on Codebell accounts may result in suspension of User Account.

3.

The subscription gives you access to a Codebell Account for a period of a year unless specified otherwise (“Subscription Period”). At the end of this Subscription Period, your subscription will automatically renew (for an equivalent period (and continue to do so), unless you have already cancelled your subscription.

4.

If your subscription to a Service renews, charges for each renewal period (at the same level as the preceding subscription period, unless the charges have increased, in which case we will notify you at least 14 days beforehand) will automatically be charged to your account, in advance, on the renewal date (or shortly before or after), unless you have already cancelled your subscription.

5.

If you do not wish your subscription to a Service to renew automatically at the end of the then-current subscription period you must notify us (see “Contacting us”), or alter the subscription renewal settings of your account through the Site, at least 7 days in advance of renewal. If you do not do this or not in sufficient time, you will have authorized us to charge the applicable fees described above and you agree to pay such fees. It is your responsibility to notify us in advance of renewal.

6.

Missed payments - If we are unable to collect payment – for example because of rejected card transactions or unpaid invoices – the account in question will be made unavailable (“Frozen”) until the required payment is received.

7.

Free Trial: From time to time, we may offer products or features available at no charge for a trial period, at our sole discretion, including as to duration and scope of no charge offers. However, we reserve the right to charge you for such products (at the normal rate) in the event that we determine (in our reasonable discretion) that you are abusing the terms of the offer, including if you are using any service, proxy or other device or anonymous IP address that prevents us from locating you.

8.

For paid Services that offer a free trial, we explain the length of trial when you sign up. After the trial period, you need to pay in advance to keep using the Service. If you do not pay, we will freeze your account and it will be inaccessible until you make payment. If your account has been frozen for a while, we will queue it up for auto-cancellation. i) If you are upgrading from a Basic plan to a Premium plan, we will charge your card immediately and your billing cycle starts on the day of upgrade. For other upgrades or downgrades in plan level, the new rate starts from the next billing cycle.

9.

We reserve the right at any time to modify or discontinue, temporarily or permanently, any part of our Services with or without notice.

10.

Sometimes we change the pricing structure for our products. When we do that, we tend to exempt existing customers from those changes. However, we may choose to change the prices for existing customers. If we do so, we will give at least 30 days’ notice and will notify you via the email address on record. We may also post a notice about changes on our websites or the affected Services themselves.

11.

All fees are inclusive of all taxes, levies, or duties imposed by taxing authorities. Where required, we will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities. See our Taxes policy for more details. Otherwise, you are responsible for payment of all taxes, levies, or duties.

12.

We process refunds according to our Fair Refund policy.

14.

Using the Service on mobile applications will use some of the internet data to which you have subscribed with your mobile network operator as the case may be. You are solely responsible for such data usage. Out-of-country usage may in any event lead to significantly higher costs than regular usage, and you are solely responsible for keeping yourself informed and paying for possible roaming and other applicable charges levied by your mobile network operator.

15.

By signing up for the Codebell Account, you are expressly agreeing that the Company is authorized to charge you subscription fee as per your selected plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Codebell Account through the credit card or other payment method accepted by the Company ("Payment Method") that you provided during registration. If you want to use a different Payment Method than the one you signed up for during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by clicking on your account. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing, and you will remain responsible for any uncollected amounts. Once billing commences, we may continue to bill your Payment Method for your subscription fee until you cancel the same and there are no refunds or credits once the subscription has been renewed.

16.

As used in these Terms, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription and on each subsequent renewal (as per plan chosen by you) thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to these Terms. To see the commencement date for your next renewal period, go to the billing information section on your account page.

17.

In order to sustain the Codebell Account, it is important that you honor the payment obligations to which you have agreed. Accordingly, the Company reserves the right to pursue any amounts you fail to pay in connection with the Codebell Account. You will remain liable to the Company for all such amounts and all costs incurred by the Company in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorneys´ fees, and arbitration or court costs.

18.

You also understand and acknowledge that the Company only facilitates the third party payment gateway for processing of payment. This facility is managed by the third party payment gateway provider and you are required to follow all the terms and conditions of such third party payment gateway provider. You are responsible for the accuracy and authenticity of the information provided by you, including the bank account number/credit card details and the like. You agree and acknowledge that the Company shall not be liable and in no way be held responsible for any losses whatsoever, whether direct, indirect, incidental or consequential, including without limitation any losses due to delay in processing of payment instruction or any credit card fraud.

19.

You can file any complaint related to payment transfer at Site and the same forwarded to the concerned third party payment gateway provider for redressal.

• Refunds

a.

Except as provided by law, all purchases are final and non-refundable. If you believe that the Company has charged you in error, you must contact the Administrator for the same within 90 days of such charge. No refunds will be given for any charges more than 90 days old.

b.

The Company reserves the right to refuse a refund request if it reasonably believes or suspects (i) that you are trying to unfairly exploit this refund policy; (ii) that you are in breach of the terms of this License; (iii) that you are using any of our products fraudulently or that your Account is being used by a third party fraudulently; or (iv) that you purchased a third party service and the terms of such third party do not allow such refund. This refund policy does not affect any of your statutory rights to pursue a claim.

• Claims of Infringement.

If you believe that any materials accessible on or from the Service infringe your copyrights, you may request the removal of those materials (or access thereto) by contacting us.

• Responsibility for Your Use.

a.

You represent and warrant that: (i) your use of the Application or the Services will be solely for purposes that are permitted by these Terms; (ii) You will only use our application or services and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing, or transmitting any unlawful material through this Service, otherwise you may be exposed to criminal and/or civil liability; (iii) you will provide true and accurate information (including your mobile phone number and other numbers in your address book and complete residential address) for use of the Application or the Services; (iv) your use of the Application or the Services will at all times comply with applicable laws.

b.

You agree that if a third-party claims that material you have contributed to our Service is unlawful, you and the administrator will bear the burden of establishing that it is lawful. You understand and agree that you and the administrator are responsible for all material you upload, publicly post or otherwise transmit to or through this Service.

c.

You must not use the Application or the Services for fraudulent purposes or in connection with a criminal offense or other unlawful activity or to send, post, share, use or reuse any material that does not belong to you or that you are not authorized to send; or is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging or in breach of copyright, trademark, confidentiality, privacy or any other proprietary information or right; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software or cause annoyance, inconvenience or needless anxiety to anyone.

d.

You agree and acknowledge that in the event that you violate this above Clause, the Company retains the right, at its sole discretion to disable your account or initiate legal action against you and/or the administrator which Company deems appropriate.

• Repairs and Maintenance.

Features and Bugs - We design our Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that our Services will meet your specific requirements or expectations.

b.

We also test all of our features extensively before shipping them. As with any software, our Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and we don’t guarantee completely error-free Services.

c.

We will strive our best to ensure an error-free availability of the Application or Services or contents thereof to you, however your access to the Application may occasionally be suspended or restricted for repairs, maintenance, or updating the Application at any time without prior notice. We will try to limit the frequency and duration of any such suspension or restriction.

• 14. Service suspension and Termination.

1.

We aspire that you will always continue to the use of our Application and Services, but you may terminate your relationship with Company at any time, by confirming “Delete Account” from Settings tab in the Application. Upon said termination, the Company shall delete all the data associated with your account.

2.

Further, where permissible under the law, the Company has the right to terminate your account or suspend the Services without notice in case of use of Services in violation of these Terms or for missed payments for subscription.

3.

If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. We do not automatically prorate unused time in the last billing cycle. See our Fair Refund policy for more details.

• Disclaimer of Warranties.

YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY. THE SERVICE AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY, AND ANY SUBSIDIARIES OR AFFILIATED COMPANIES OF AIKAKI LIMITED (“THE COMPANY GROUP”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY AGAINST AND WILL NOT BE LIABLE OR RESPONSIBLE IN ANY MANNER FOR: (A) INTERFERENCE OF YOUR ENJOYMENT OF THE APPLICATION OR SERVICES; (B) LOSSES OR DAMAGES INCLUDING ANY PERSONAL INJURY ARISING FROM OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OF THE APPLICATION AND/ OR SERVICES; (C) USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION AND/ OR SERVICES; (D) FAILURE, SUSPENSION OR WITHDRAWAL OF ALL OR PART OF THE APPLICATION AND/ OR ANY SERVICE AT ANY TIME; (E) ANY BUGS, VIRUSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR APPLICATION OR SERVICES; (F) FUNCTIONAL, UNINTERRUPTED, ERROR-FREE OR BUG-FREE DELIVERY OF THE APPLICATION AND/ OR SERVICES; (G) SECURITY, RELIABILITY OR TIMELINESS OF THE APPLICATION AND/ OR SERVICES. ANY CONTENT OR MATERIAL DOWNLOADED THROUGH YOUR USE OF THE APPLICATION AND/ OR SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA OCCURRING ON YOUR DEVICE OR ANY OTHER LOSS OR DAMAGES OF ANY KIND RESULTING FROM THE DOWNLOAD AND USE OF THE APPLICATION AND/ OR SERVICES. NO ADVICE, COURSE OF CONDUCT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR ANY PARTY OR THROUGH THE APPLICATION/ OR SERVICES WILL CREATE ANY WARRANTY UNLESS EXPRESSLY STATED IN THESE TERMS. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT ON THE SERVICE OR ANY WEBSITES LINKED TO THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE COMPANY GROUP MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND THE COMPANY GROUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT OF THE SERVICE OR ANY OTHER WEBSITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. WHILST THE COMPANY SHALL UNDERTAKE ALL REASONABLE EFFORTS AND DUE DILIGENCE TO ENSURE SECURITY AND INTEGRITY, THE COMPANY SHALL, IN PARTICULAR, NOT BE LIABLE FOR THE FOLLOWING: DELAY OR ERRORS IN TRANSMISSION AND/OR STORAGE OF INFORMATION TO OR THROUGH COMPANY THAT MIGHT OCCUR FROM TIME TO TIME; INTRUSION, DISTORTION, LOSS OR FORGERY OF DATA, ETC DUE TO ACT OF ANY THIRD PARTY, FAILURE OF ANY SOFTWARE AND/OR HARDWARE OR TELECOMMUNICATION SERVICE PROVIDER(S) USED BY US OR ANY OTHER ACT BEYOND OUR REASONABLE CONTROL. YOU SHALL BE LIABLE FOR ANY CONSEQUENCES WHATSOEVER RESULTING FROM ANYTHING TRANSMITTED OR CAUSED TO BE TRANSMITTED BY YOU, TO OR THROUGH THE APPLICATION AND/OR SERVICES.

• Limitation of Liability.

THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS DISCLAIMS ALL LIABILITY AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE), PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR REVENUES, GOODWILL, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, LOSS OF CONFIDENTIAL INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, CORRUPTION OR LOSS OF DATA, FAILURE TO RECEIVE OR BACKUP YOUR DATA (OR ARCHIVED DATA), FOR ANY CAUSE OF ACTION, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND ANY OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY ARISING FROM OR RELATED TO ANY USE OF, OR INABILITY TO USE, OUR APPLICATION AND OR SERVICES OR ANY OTHER SITE, APP OR SERVICE, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT ON THE SERVICE OR ANY OTHER SITE, APP OR SERVICE, OR FOLLOWING A FAILURE, SUSPENSION OR WITHDRAWAL OF ALL OR PART OF THE APPLICATION AT ANY TIME, ANY THIRD PARTY CONTENT, SOFTWARE OR FUNCTIONS USED IN CONNECTION WITH THE APPLICATION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ANY MEMBER OF THE COMPANY GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT ANY MEMBER OF THE COMPANY GROUP), TO THE EXTENT PERMITTED BY APPLICABLE LAW, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING THEREIN.

• Indemnity.

You agree to indemnify, defend and hold harmless the Company, its affiliates and agents and each of their respective officers, directors, employees, successors and assigns from and against any claim, proceeding, loss, damage, liability, cost, demand or expense (including but not limited to attorney's fees), resulting from your breach of these Terms, including any of the foregoing provisions, representations or warranties, from your placement or transmission of any content onto Company’s servers and/or from any and all use of your Account. These obligations will survive termination of these Terms.

• Reservation of Rights.

The Company reserves the right to modify, discontinue, suspend, or permanently terminate all or any part of this Service, with or without notice, at its sole discretion and for any reason. Users acknowledge and agree that the Company shall not be liable for any loss or damage resulting from such actions.

• Local Regulations.

We make no representation that our Service is available for use or permitted by law in any particular location. To the extent you choose to access our Service, you do so on your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the country you reside in.

• Third-Party Services.

a.

This Service may link you to other sites on the Internet and third-party partners which cooperate with us to provide you certain Services. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of the Company, and you acknowledge that (whether or not such sites are affiliated in any way with Company) the Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, and that your use of such sites is subject to their respective terms of use. The inclusion of such a link does not imply endorsement of any site by the Company or any association with its operators.

b.

The Company cannot ensure that you will be satisfied with any products or services that you purchase from any third-party site that links to or from the Company since the third-party sites are owned and operated by independent retailers. The Company does not endorse any of the merchandise, nor has the Company taken any steps to confirm the accuracy or reliability of any of the information contained on such third-party sites. The Company does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third-party, and you irrevocably waive any claim against us with respect to such sites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any of these third-parties.

• Force Majeure.

The Company will not be liable to you for any eventuality caused directly or indirectly by any act of God, wars (declared or undeclared), insurrections, acts of terrorism, pandemic such as Covid-19, labor disputes, strikes, riots, internet failure ,war or other unanticipated occurrences, problems, governmental requirements or restrictions or other events of a magnitude or type of which precautions are generally not taken in the industry and circumstances which shall materially and adversely affect the performance of the obligations of either party and is not caused by an act of negligence or default of, lockouts and other civil unrest, or any act of similar nature beyond Company’s reasonable control.

• Binding Arbitration for All Disputes; No Class Relief.

The parties agree that if you ever wish to seek any relief from us, you agree to do it only through arbitration, and you waive the ability to pursue class action.

• Communications.

a.

The Company may communicate with you through e-mail, SMS, telephone, by posting notifications on the Application (including push notifications) or any other means of communication. By using the Application, you consent to receive such communications from Company in relation to the Application and/or Services, your account information or any updates/ changes to the Application/ Services and/ or other promotional or marketing communications from the Company.

b.

This Service is controlled and operated by Codebell Technologies Private Limited , with registered office at 34, Office no. 1B, Third Floor, Corner Market, Malviya Nagar, New Delhi 110017, India. Please forward any comments or complaints about the Service to hello@codebell.io. Please forward any questions regarding privacy, queries/complaints regarding usage of Application, and other legal matters to hello@codebell.io .

• Miscellaneous.

a.

Entire Agreement- You agree that these Terms read with the terms of the Privacy Policy and/or any other terms/ policies relating to the Application and/or Services posted by the Company on the Application will constitute the complete agreement between you and Company and supersedes any and all proposals, representations or prior agreements, oral or written, and any other communications between you and Company relating to the subject matter of these Terms.

b.

Severability- If one or more provisions of these Terms are held to be unenforceable under applicable law(s), the remainder of these Terms will be valid and enforceable.

c.

Waiver- If you breach these Terms and Company takes no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.

d.

Governing Law- These Terms are governed by the laws of India. You irrevocably consent to the exclusive jurisdiction of courts in New Delhi, India for all disputes arising out of or relating to these Terms.

e.

Forfeiture: The Company reserves the right to forfeit any account which the Company determines as - inactive, violative of intellectual property rights, violative of these Terms or misleading in nature.

f.

Report Abuse: If you in good faith believe that any content made available through our Application and/or services is offensive or opposed to public policy, or if any User of our services engages in offensive or objectional behavior, you may choose to report any such content and/or User. We may, review such content or the User, as the case may be and remove the content or the User at our discretion. In the event you read these terms in any language other than English, you agree that in the event of any discrepancies, the English version shall prevail.