Last Updated: 1st Nov 2019

These Terms and Conditions (“Terms”) govern the use of all content, software, Services, available and displayed on the marketplace platform by the name and style of ‘Toolkart’ (“Marketplace Platform”). The Marketplace Platform is owned and operated by Toolkart Precision Tools Private Limited (hereinafter referred to as “Toolkart”). These Terms include [Toolkart’s privacy policy, (“Privacy Policy”) and any guidelines, additional terms, policies, or disclaimers made available by or issued by Toolkart from time to time.

These Terms constitute a binding and enforceable legal contract between Toolkart, its affiliates, subsidiaries, and you, a customer purchasing Products and availing Services listed on the Marketplace Platform (“You” or the “Customer”). These Terms determine and limit the legal rights and obligations with respect to the Customer’s use of and participation in: (i) the Marketplace Platform including the classified advertisements, forums and all content and Services available through the Marketplace Platform; and (ii) the online transactions between users that offer to sell products or services via the Marketplace Platform (each, a “Service Provider”) and Customers who are purchasing products (“Products”) or obtaining service/s through the Marketplace Platform ("Service/s").

By using the Marketplace Platform, You agree that You have read and understood, and to be bound by these Terms as amended from time to time, and that You comply with the requirements listed herein. If You do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Marketplace Platform or any features or content made available on or through it.

1. MARKETPLACE PLATFORM

1.1. Unless stated otherwise, all the content available on the Marketplace Platform, including Third Party Content, text, images, videos, user interfaces, trademarks, logos, applications, designs, layouts, arrangements, or other information available on the Marketplace Platform (“Content”) is owned by Toolkart or its licensors or its Service Providers, and is protected by applicable laws. “Third Party Content” means the content, documents, and information owned by a third party and available on the Marketplace Platform.

1.2. Use of the Marketplace Platform is available to transact only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that You are at least 18 years of age or represent a valid company/ partnership/ LLP etc., duly constituted under the applicable laws, and that: (a) all registration information that You submit is truthful and accurate, (b) You will maintain the accuracy of such information, and (c) Your use of the Marketplace Platform and the related Services offered through the Marketplace Platform do not violate any applicable law or regulation. Your Customer Account (herein defined below) may be terminated without warning if Toolkart at its discretion, believes that You are under the age of 18 or that You are not duly constituted in terms of the applicable laws or You are not complying with any applicable laws, rules or regulations.

1.2.1. Use of the Marketplace Platform:

a. To access Services available on the Marketplace Platform, You must create and operate an account on the same (“Customer Account”). The Customer Account shall be managed by Toolkart who are appointed as administrators of the Customer Account (“Administrators”).

b. The Customer shall be responsible for maintaining the confidentiality of the Customer Account, including user names and passwords for such accounts.

c. The Customer hereby agrees that customer shall be responsible for all activities that occur on or through the Customer Account.

d. Toolkart shall have the right to cancel, without prior notice, the Customer Account, and restrict any access to such accounts,at will, or if it discovers or suspects that the Customer Account are being accessed by third parties/ parties misrepresenting their identity or if the account is being used by a bot or if the account is used for illicit and untoward purposes.

2. LICENCE

2.1. Toolkart hereby grants You a revocable, non-exclusive, non-transferable, limited, single- server licence during the Term to use the Marketplace Platform for availing Products / Services listed by the Service Providers on the Application.

2.2. Toolkart retains all right, title and interest in and to the Marketplace Platform and any derivative works thereof.

3. NON DISCLOSURE

3.1. All information displayed either explicitly or inexplicitly on the Marketplace Platform is deemed as Confidential Information and You shall keep it confidential unless or until the ToolKart can reasonably demonstrate that any such Confidential Information is, or part of it is, in the public domain through no fault of its own, whereupon to the extent that it is in the public domain or is required to be disclosed by law this obligation shall cease.

3.2. Both ToolKart and You shall take all reasonable steps to minimize the risk of disclosure of Confidential Information, by ensuring that only those of its employees and directors whose duties will require them to possess any of such information shall have access thereto, and will be instructed to treat the same as confidential.

3.3. Except for the limited license set forth in this Clause 2, the Terms do not transfer any intellectual property to You, and all rights, title and interest in and to such intellectual property, including, without limitation, the Marketplace Platform, will remain solely with Toolkart, except for any third party intellectual property.

3.4. Toolkart’s trademarks and logos, and all other trademarks, service marks, graphics and logos used in connection with Toolkart or the Marketplace Platform are trademarks of Toolkart. other trademarks, service marks, graphics and logos used in connection with the Content on the Marketplace Platform may be the trademarks of other third parties. Use of the Marketplace Platform does not grant You any right or licence to reproduce or otherwise use any Toolkart or third-party trademarks.

3.5. You agree and warrant that You shall not reproduce any content available on the Marketplace Platform in any manner without the prior express written consent of Toolkart.

4. RESTRICTIONS ON USE

4.1. You will not use the Marketplace Platform in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, You shall not:

4.1.1. infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;

4.1.2. except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works, rent, or license any Content, the Marketplace Platform or any portion thereof, or any other products or services offered by Toolkart under these Terms;

4.1.3. use any robot, spider, other automated device, or manual process to monitor or copy any Content other than copying or exporting as permitted by the Terms;

4.1.4. make any back-up or archival copies of the Marketplace Platform, the Content, or any part thereof;

4.1.5. engage in the systematic retrieval of Content from the Marketplace Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without our prior written permission;

4.1.6. re-license, sub-license, rent or lease the rights to use or access the Marketplace Platform or any content available on the Marketplace Platform;

4.1.7. use the Marketplace Platform in (i) any unlawful manner, (ii) for fraudulent or malicious activities, or (iii) in any manner inconsistent with these Terms;

4.1.8. violate applicable laws in any manner.

5. RESTRICTIONS ON SUBMITTED CONTENT

5.1. You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Marketplace Platform, including Your profile, the posting of Your desired Service, or the posting of any opinions or reviews in connection with the Marketplace Platform, the Service or the Service Provider (collectively “Submitted Content”) that:

5.1.1. misrepresents the source of anything You post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Service Provider;

5.1.2. invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;

5.1.3. contains falsehoods or misrepresentations that could damage Toolkart or any third party;

5.1.4. is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

5.1.5. is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from the rightful owner to post the material and to grant Toolkart all of the license rights granted herein;

5.1.6. contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;

5.1.7. is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;

6. DISCLAIMERS AND WARRANTIES

6.1. YOU AGREE THAT YOUR USE OF THE MARKETPLACE PLATFORM SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AND TOOLKART AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, FRANCHISEES, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THE MARKETPLACE PLATFORM, THE SERVICES OFFERED ON OR THROUGH THIS THE MARKETPLACE PLATFORM, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE MARKETPLACE PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA AND SUBMITTED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE PLATFORM, THE SERVICES OFFERED ON OR THROUGH THIS APPLICATION, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS THE MARKETPLACE PLATFORM IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

6.2. TOOLKART DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE MARKETPLACE PLATFORM OR SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROVIDER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. TOOLKART DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY OF THE SERVICES ADVERTISED OR OFFERED BY THE SERVICE PROVIDERS THROUGH THE MARKETPLACE PLATFORM OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. TOOLKART WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THE SERVICE PROVIDERS. AS WITH THE USE OF SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

6.3. All Warranties extended for any products / services sold through the Marketplace Platform are as per the Warranty terms of the Supplier / Service Provider only. Toolkart does not make any representations or warranties on behalf of any Service Provider. Further, Toolkart does not make any representation or warranty as to specifics of the Services or products proposed to be offered to the Customers by the Service Providers. Toolkart does not support or endorse the Services provided by the Service Providers and accepts no liability for any errors or omissions, whether on behalf of itself or any Service Provider.

6.4. To the fullest extent permissible under applicable law, Toolkart expressly disclaims all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.

6.5. ToolKart Recommendation Engine :

6.5.1. The Recommendation Engine is a software program that displays the recommended Tools (Results) based on the Inputs provided by You, Matched with the Data provided by the Service Provider. ToolKart does not make any warranties on the recommended results, if either of the above are incorrect.

6.5.2. The Cycle time and Cost Per Component calculations are for Comparison for ordering purposes only. The Results are based on Standard Working conditions and may vary depending on Actual Working conditions. You are to refer to the Service Provider or/ ToolKart’s Application Expert for exact parameters before using the tools.

6.5.3. Toolkart expressly disclaims all warranties or liabilities of any kind, express or implied, arising out of the usage of a wrongly selected tool based on the 6.5.1 or 6.5.2 above.

7. TERMS OF SALE

This clause deals with the terms and conditions related to the Sales, Orders, Invoicing, Returns & Payments related to your purchase transactions on The Marketplace Platform.

7.1. Sales & Ordering

7.1.1. You hereby confirm that any products you purchase on the Marketplace Platform is only for your internal consumption and strictly not for resale.

7.1.2. Orders once placed cannot be cancelled after the products / Services are shipped / implemented.

7.1.3. Any orders placed by you on the Marketplace Platform, is an indent for ToolKart to procure the Products / Services from the Service Provider and have them delivered to you.

7.2. Pricing and availability

7.2.1. The pricing and Discounts displayed on the Marketplace Platform is governed and controlled by the Service Provider, and ToolKart reserves its right to add additional discounts, Cashback Offers & Reward Points at its sole discretion. ToolKart or the Service Provider can withdraw any offers such as Discounts, Cashback or the Reward Points at any time, at their sole discretion.

7.2.2. The availability of the products / services displayed on the Marketplace Platform, are as provided by the Service Provider. The availability & delivery timelines are estimates only, and are subject to change. You will be notified of any such change as applicable, via email or SMS.

7.3. Invoicing & Taxes

7.3.1. ToolKart will send you invoices for orders placed by you. The invoice will carry the breakup of the applicable GST and other Taxes and Levies, and are not revisable.

7.3.2. Inorder to obtain the due rights on Tax credits, You shall provide the right Tax Registration Details in your Account Section on the Marketplace Platform. ToolKart shall not be liable for any claims of loss of tax credit by You, if the aforesaid information provided by you is deemed incorrect.

7.4. Payments & Credit Facility

7.4.1. You undertake to honor the payments made to ToolKart on the Marketplace Platform, while purchasing products or Services. At no point of time, you shall reverse any payments that are already made to ToolKart, by way of claiming it through the Payment Gateway or any other Channel.

7.4.2. The credit facility offered on the Marketplace, is an earnest effort from ToolKart to provide you with additional payment options. ToolKart shall refer You to its partnering Credit Agencies, who at their discretion will approve a credit limit for You, after going through a verification process. You undertake to use such credit approvals exclusively at ToolKart’s Marketplace Platform only.

7.4.3. ToolKart does not guarantee the Credit approvals for you. The Partnering Credit Agencies are at will to revoke the credit limits at any given point of time,based on discrepancies found in the information provided by you, or defaults committed in the Repayment timelines.

8. TOOL PERFORMANCE (SUPPORT, TRIALS & PROVE OUT)

8.1. The actual performance of the tool in terms of cycle time and tool life may vary depending upon the work piece material condition, set up condition and machine condition. ToolKart shall provide necessary assistance in conducting trials and prove out either through on-line support from the ToolKart Application Team or facilitate a request for application engineer visit from the Tool Supplier through the On-line ticketing system.

8.2. Any request for Trials or Prove out shall be accepted or regretted by the Service Provider at their sole discretion.

8.3. ToolKart Shall periodically address and follow up for the open tickets to ensure early resolution of the tickets.

8.4. The solution and support provided by the supplier will be final and over ruling the solution provided by ToolKart Application expert.

9. RETURNS AND REFUND

9.1. You can Return Products within the specified return window timelines, if received in a physically damaged condition, any parts and accessories are missing or if they are different from the description provided on the Marketplace Platform.

9.2. If you wish to Return Products due to any defects or non performance, the reason for return should be clearly mentioned, and ToolKart and / or the Service Provider will duly investigate the same by a proper inspection of the usage conditions, and provide a resolution based on the evaluation process.

9.3. Return requests will be accepted and processed only if :

● The product is in the original condition, along with the box, tags, spares and accessories (if any) as shipped by the Service Provider

● It is established that the damage (if applicable) is not inflicted while at your possession.

● The product is different from what was described in the Marketplace Platform

● The purchase is not through the Recommendation Engine, where the suggested product is a result of the Inputs provided by You.

● The product page does not carry an explicit sign of “Non Returnable Product” on the Marketplace Platform.

● The reason for return is not based on your buying remorse.

9.4. Upon Successful acceptance of a Return Request, ToolKart Shall

● Initiate the Refund of your payment if made through the Payment Gateway.

● Initiate the Reversal to Credit Limit if purchased through the Credit Option.

● Reverse the Tax Credits if any by way of issuing Credit Notes

● Provide you with suggestions of the right replacement to be procured

9.5. Further, you agree to indemnify and hold ToolKart harmless for all losses, liability incurred by You on account of your action or inaction in compliance with the Returns Policy, or the applicable laws.

10. INDEMNITY

10.1. You shall indemnify, defend at Toolkart’s option, and hold Toolkart, its subsidiaries, affiliates, franchisees and their officers, associates, successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs (including, without limitation, from all damages, liabilities, settlements, costs and legal’ fees and expenses) due to or arising out of the Services availed by You from the Service Providers, Your access to the Marketplace Platform, use of the Marketplace Platform, violation of these Terms, or due to Your infringement, or any infringement by any third party who may use Your account with Toolkart, of these Terms.

11. CONSENT TO USE DATA

11.1. You agree that Toolkart may in accordance with its Privacy Policy collect and use Your information and technical data and any related information as required by it.

11.2. Toolkart may use the information and data pertaining to Your use of the Services for analytics, trends’ identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Marketplace Platform and tools used in the Marketplace Platform.

11.3. You hereby expressly authorise Toolkart to disclose any and all information relating to You in Toolkart’s possession to any law enforcement or other government officials, if Toolkart believes it is necessary or appropriate in connection with the investigation or resolution of possible crimes, including but not limited to Your identity, information provided by You, Your banking information, and Your correspondence. You further understand that Toolkart might be directed to disclose any such information as may be deemed necessary to satisfy any judicial order, law, regulation, or valid governmental request.

12. LIMITATIONS OF LIABILITY

12.1. IN NO EVENT SHALL TOOLKART, OR ITS FRANCHISEES, OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE MARKETPLACE PLATFORM OR ANY SERVICES OFFERED BY ANY SERVICE PROVIDER VIA THE MARKETPLACE PLATFORM; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE MARKETPLACE PLATFORM OR THE SUBMITTED CONTENT; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE MARKETPLACE PLATFORM BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MARKETPLACE PLATFORM; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE MARKETPLACE PLATFORM OR SUBMITTED CONTENT;

(VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE PROVIDER; THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION; OR (IX) THE PROPRIETARY RECOMMENDATION TOOL ENGINE DEPLOYED ON THE MARKETPLACE PLATFORM.

12.2. YOU HEREBY ACKNOWLEDGE AND AGREE THAT TOOLKART SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY SERVICE PROVIDER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

12.3. In no event shall the total, aggregate liability of Toolkart, or any of the above-referenced respective parties, arising from or relating to the Marketplace Platform, and/ or submitted content exceed the total amount of fees actually paid for that particular Service / product by You via the Marketplace Platform.

12.4. The website may contain links to third-party websites that are not owned or controlled by Toolkart. Toolkart does not have any control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Toolkart will not and cannot censor or edit the content of any third party site. By using the Marketplace Platform, You expressly relieve Toolkart from any and all liability arising from Your use of any third party website. Accordingly, please be advised to read the terms and conditions and privacy policy of each third party website that You visit, including those directed by the links contained on the Application.

13. JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION

13.1. These Terms shall be governed by, and construed and enforced in accordance with, the laws of India. Subject to other provisions hereof, the courts in Bangalore shall have exclusive jurisdiction.

13.2. Notwithstanding anything contained in Clause 9.1 above, all disputes arising out of this Terms shall be settled amicably between the Parties. Either Party may provide a dispute notice to the defaulting Party. A Party upon receipt of the aforesaid dispute notice, will intend to resolve such dispute within 15 (fifteen) working days.

13.3. In the event the Parties fail to amicably resolve the dispute, they shall proceed to resolve the dispute through mediation at the Bangalore Mediation Centre, Bangalore in accordance with the rules thereunder.

13.4. In the event however that any dispute is not solved amicably between the Parties in terms of Clauses 9.2 and 9.3 above, the same shall be referred to arbitration in accordance with the Karnataka Arbitration & Conciliation Centre – Bengaluru (Domestic & International) Rules, 2012 framed by the High Court of Karnataka. A Party shall provide an arbitration notice to the defaulting Party in accordance with the aforesaid rules. The proceedings shall be held in accordance with aforesaid rules. The place of arbitration shall be at Bangalore and the proceedings shall be conducted in English. The award passed by the arbitrator shall be binding upon the Parties. The Parties shall appoint a sole arbitrator in terms of the aforesaid rules.

13.5. Each Party will cooperate in good faith to expedite, to the maximum extent practicable, the conduct of any extra-judicial settlement or arbitral proceedings commenced under the Agreement.

13.6. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.

13.7. Each party to the arbitration shall bear its own costs with respect to any dispute.

14. MISCELLANEOUS PROVISIONS

14.1. Modification – Toolkart reserves the right at any time to modify these Terms and to add new or additional terms or conditions on Your use of the Marketplace Platform. Such modifications and additional terms and conditions will be communicated to You and, unless expressly rejected (in which these Terms and Your licence shall terminate), will be effective immediately and will be incorporated into these Terms. In the event, You refuse to accept such changes, these Terms and licence will terminate.

14.2. Severability - If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3. Assignment - You shall not distribute, licence, sell, transfer or assign any of Your rights to access Services listed on the Application to others in any manner without the prior written consent of Toolkart. Toolkart may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. Toolkart may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Marketplace Platform without any prior notice to you.

14.4. Notices - All notices, requests, demands, and determinations for Toolkart under these Terms (other than routine operational communications) shall be sent to the following email address: support@toolkart.co

14.5. Third Party Rights - No third party shall have any right to enforce any terms contained herein.

14.6. Each Party hereby covenants to the other that it shall do all such acts, deeds and things as may be necessary or reasonably requested by the other Party to give full effect to the intent, purpose and arrangements contemplated by these Terms, in accordance with the spirit of and in the manner contemplated herein, and that no consents shall be unreasonably withheld by either Party.