7.Payments and Billing

(i)In consideration of Your Services under this Agreement, for each data collected and uploaded by You and accepted by ISC, ISC agrees to provide a Service Fee to You as specified and agreed separately between the Parties.
(ii)The Service Fee shall be the sole compensation and remuneration to You for the performance of Your Services under this Agreement.
(iii) Payment Terms: Service Fees for Your Services shall be paid to You by crediting the Service Fees in Your bank account upon successful completion of the assignment chosen by You within prescribed timeline and in accordance with the quality and quantity as agreed with You. ISC will verify the Services delivered by You within four (4) weeks. In the event any clarification is required by ISC during the verification process of the Services delivered by You, You are required to provide clarification and documents, if any, within three (3) days of receipt of ISC query(ies). Failure to provide clarification or documentary support or satisfactory clarification within three (3) days of ISC queries, the Services provided by You shall be rejected and ISC shall not be liable in any manner including payment for rejected Services. All payments under this Agreement shall in Indian Rupees (INR) payable through cheque and be subject to applicable tax deducted at source.
(iv)Disputed Amounts: If You disputes a Service Fee, You must submit a written dispute to ISC within thirty (30) days after the Service Fee is received by You (“Written Dispute”). The Written Dispute shall clearly identify the disputed amount, the objection, and supporting data. Upon receipt of the Written Dispute, ISC shall promptly investigate such disputes and use reasonable endeavours to resolve the disputes. If the Parties fail to resolve the dispute within thirty (30) days after ISC’s receipt of the Written Dispute (“Resolution Period”), the Parties may promptly pursue a formal dispute resolution, as set forth elsewhere in this Agreement. If You do not file a formal dispute within thirty (30) days of the end of the Resolution Period, You shall be deemed to have conclusively accepted the original Service Fee.
(v)All expenses incurred by You in connection with Your activities under this Agreement shall be Yours sole responsibility and paid solely by You. You shall not be entitled to reimbursement from ISC for any such expenses and shall hold ISC harmless from any such claims.

8.Limitation of Liability

(i) EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, IN NO EVENT, REGARDLESS WHETHER IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER THE DAMAGES ARE FORESEEABLE BY THE PARTY, SHALL EITHERPARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF CUSTOMER, LOSS OF GOODWILL, LOSS OF USE OF ANY PROPERTY, DOWNTIME COSTS, AND COST OF SUBSTITUTE PERFORMANCE, EQUIPMENT OR SERVICES.
(ii) ISC’S LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED Rs.1000.
(iii)NOTHING CONTAINED IN THIS SECTION 8 SHALL EXCLUDE OR LIMIT LIABILITY (i)FOR DAMAGES ARISING OUT OF OR RESULTING FROM BODILY INJURY TO OR DEATH OF ANY PERSON, OR DAMAGE TO, OR DESTRUCTION OR LOSS OF, TANGIBLE REAL AND/OR PERSONAL PROPERTY OF ANY PERSON; AND (ii)THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 9 HEREOF.

9.Indemnification

(i) You hereby agrees to indemnify, defend, save and hold harmless ISC, its directors, officers, employees, affiliates and other agents from and against all liabilities, damages, judgments, claims, costs and expenses, including, but not limited to, reasonable attorneys’ fees (the “Damages”) caused by, arising from, or related to: (i) your Services Content, User Content, or your access to or use of our website and services; or (ii) the failure to abide by the terms and conditions of this Agreement, or (iii) Your negligence or willful misconduct, Your employees, agents or representatives, or (iv) the violation of any applicable laws or regulations by You, Your employees, agents or representatives; or (v) breach of security or data, unauthorized access to or use of Your login ID, or infringement of a third party’s right, including any intellectual property, confidentiality, property or privacy right.
(ii)You shall indemnify ISC against and hold ISC harmless from any and all Damages incurred in connection with any claim, action, suit or proceeding asserted or initiated by a third party including without limitation, customers and contractors of such indemnifying Party (a “Third Party Claim”), to the extent such Third Party Claim is based upon a claim that the Services, as provided by You under this Agreement, infringe any existing patent or copyright. This indemnity obligation also extend to any open source software embedded or included in the Services provided by You.
(iii) The Party seeking indemnification under this Clause 9 (the “Indemnified Party”) agrees to give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim in respect of which indemnity may be brought under this Clause 9 and will provide the Indemnifying Party with such information thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party.
(iv)The Indemnifying Party shall obtain the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, before entering into any settlement of such claim, if the settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party. The Indemnified Party shall, at any time, be entitled to participate in the defence of any claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnified Party.

10.Termination

(i)We reserve the right, in our sole discretion, to terminate access to all or any part of our website and/or Services at any time, with or without notice, effective immediately. Any such termination may result in the immediate forfeiture and destruction of data associated with your registered login ID. Upon termination, any and all rights granted to You by this Agreement will immediately be terminated, and You must also promptly discontinue all use of our website and/or its services.
(ii) ISC may terminate this Agreement immediately without notice at any time in the event of the occurrence of any of the following:
a.You commit a material breach of any of Your obligation in this Agreement, which cannot be remedied;
b.You become insolvent, becomes subject to a petition in bankruptcy filed by or against it or is placed under the control of a receiver, liquidator, or committee of creditors;
c.(c)You assign or attempts to assign this Agreement without our prior written consent;
d. You dissolve, ceases to function as a going concern or to conduct its operations in the normal course of business;
e. You are unable to provide the Services by reason of any law, rule, regulation, or order of any municipal, state, or federal authority, including, but not limited to, any regulatory authority having jurisdiction;

(iii) Upon termination of this Agreement, howsoever caused, no payment shall become due to You, unless the same shall have accrued prior to the date of such termination and You expressly agrees that it will not be entitled to any further compensation and/or indemnification, whatsoever, from ISC.
(iv)Notwithstanding the expiry or termination of this Agreement for any reason whatsoever all covenants and obligations to be performed and/or observed by You under this Agreement insofar as they are of such nature shall survive the expiration or termination of this Agreement and continue to bind the Parties.

11.Dispute Resolution and Arbitration

(i) The Parties agree that they shall first endeavour to settle amicably by mutual discussions any disputes, controversy, or claims (“Dispute”) arising out of or in connection with this Agreement or any non-disclosure agreements related to the Services through a designated senior executive. If the senior executives fail to resolve the issue within thirty (30) days of a request from one Party, the Parties agree that Dispute arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration under the rules of the Arbitration and Conciliation Act, 1996, as applicable for the time being in force. The arbitration will consist of three (3) arbitrators (the “Arbitration Tribunal”), the first of which shall be appointed by the claimant in its notice of arbitration, the second of which shall be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator, and the third of which shall be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The place of arbitration will be Jaipur, India. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(ii)Governing Law. This Agreement will be governed by and construed in accordance with the laws of India and Parties agree to submit to exclusive jurisdiction of Court at Jaipur, India.

12.Warranties

You represent and warrants to ISC that:
(i) In connection with its Services to ISC, You have not and will not make any payments or gift or any offers or promises of payments of gifts of any kind, directly or indirectly, to any official of any government, agency, or instrumentality of government.
(ii) During the term of this Agreement, no government official and no official of any government agency or instrumentality is or will be associated with, or will own or presently owns an interest, whether directly or indirect, in Your business with us or has or will have any legal or beneficial interest in this Agreement or any payment made by ISC under this Agreement.
(iii)You warrant that (a) You have the right to enter into this Agreement (b) You not a party to any agreement, contract or understanding that would prevent, limit or hinder Your performance under this Agreement; and (c) You are not a party to any pending claims or litigation which might affect its performance under this Agreement; and (d) YOU WILL NOT EXTEND WARRANTIES OR GUARANTEES WITH RESPECT TO YOUR SERVICES IN THE NAME OF ISC, WITHOUT THE WRITTEN PRE-APPROVAL OF ISC, WITH RESPECT TO THE PERFORMANCE, DESIGN, QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES.

13.Miscellaneous

(i) Force Majeure. Neither Party shall be liable to the other Party for any failure of performance due to causes beyond said other Party’s reasonable control, including but not limited to: acts of God, terrorism, earthquake, flood, embargo, riot, sabotage, fire, explosion, any law or direction of any governmental entity, emergencies, civil unrest, wars, unavailability of rights-of-way, third party services or materials, strikes, lock-outs, work stoppages, labor shortages or other labor difficulties, viruses, epidemics, stay-at-home or quarantine orders, containments, denial of service attacks, or failure of the Internet.
(ii) Severability. If any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction in which these terms and conditions apply, then for such jurisdiction the meaning of such provision shall be construed so as to render it enforceable to the extent feasible; and, if no feasible interpretation would save such provision, it shall be severed from this Agreement and the remainder shall remain in full force and effect.
(iii) Notice. All notices under this Agreement will be giving in writing or written communications. Any notice, request, consent, waiver hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) on receipt, if sent with all sending expenses prepaid, by an express courier, (iii) when transmitted, if sent by confirmed facsimile, or (iv) on receipt, if sent by certified or registered mail, postage prepaid.
(iv) Updates and Modifications –ISC reserves the right to update, change or otherwise modify this Agreement or part thereof at any time and at ISC sole discretion. By continuing to access or use our website or its services after the date specified in the updated Agreement, You are agreeing to accept and be bound by the updates and all of the terms incorporated therein. If You do not agree to the updated terms and conditions of this Agreement, then You may not continue to use our website or its services and your sole and exclusive remedy is to deactivate/ terminate your registered login ID and otherwise discontinue the use of our website and/or its services.
(v) Assignment - You are not permitted to assign, transfer or delegate the assignments and obligations, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, transfer or delegate the assignment given to You or our rights and obligations without notice or consent.
(vi) Consent to Communications. By using our website and/or its services, you consent to receive certain communications (Emails, SMS) from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to You will satisfy any legal communication requirements, including that those communications be in writing.
(vii) Relationship between the Parties. You will perform all Services hereunder as an independent contractor. Nothing in this Agreement shall be (i) construed as constituting You in any manner whatsoever, as an agent or servant or employee or partner or joint venture of ISC, or (ii) deemed to create an employer-employee, franchise, or joint venture relationship between You and ISC. You will have no powers to enter into any agreements for or on behalf of ISC. ISC shall maintain its absolute and unrestricted right to manage its business, to sign all documents on its behalf, to decide on its behalf, and to carry on its business separately and solely according to its full power and discretion. You will have no authority to bind ISC in any respect whatsoever and shall not hold itself out as an agent of ISC. You indemnify and keep indemnify ISC, its directors and officers against any claim, demand, loss or whatsoever in this connection.
(viii) Copyright ISC, all rights reserved. The domain name https://infosolutionco.com- ("Website") is an e-commerce portal owned and operated by Info Solution Co., a Sole Proprietorship incorporated under the laws of India, having its registered office at - Plot No 22, Vivek Nagar, Station Road, Jaipur, Rajasthan -302006, India. No part of the website - https://infosolutionco.com owned by M/s Info Solution Co, should be reproduced, modified, or distributed in any form or manner without the prior written permission of the company.

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GSTIN: 08AAIPB4751B1Z6 UDYAM REGISTRATION NUMBER: UDYAM-RJ-17-0064090

Trade Marks Journal No: 1956, 13/07/2020. Class 35, TM Application No. 4499486, 12/05/2020