THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OFTHE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

This agreement("Agreement")contains the complete terms and conditions ("Terms" or "Terms of Use") that shall apply to an individual or entityregistered/registering on the Platform as a Buyer. As used in this Agreement, "Company", "Us", "We" and/ or "Our" shall meanJones Lang LaSalle Building Operations Private Limited (CIN:U74140DL2002PTC117573), a company registered under the Companies Act, 1956 having its registered office at No.1110, 11th Floor, Ashoka Estate, 24, Barakhamba Road, New Delhi - 110001, India (which shall unless repugnant to the context or meaning thereof mean and includeOur permitted assigns) and "You", "Your" or "Resident" shall mean any registered user who is a natural or a legal person and who has access to and is using the Platformas a Resident in terms of this Agreement (which shall unless repugnant to the context or meaning thereof mean and include Your successors and permitted assigns).

YOUR ARE REQUESTED TO CAREFULLY READ THETERMS OF THIS AGREEMENT. BY REGISTERING ON THE PLATFORM AS A RESIDENTYOU HEREBY INDICATE YOUR UNDERSTANDING, CONSENT AND UNCONDITIONAL ACCEPTANCE OF THIS AGREEMENT AND ANY AMENDMENTS THERETO. BY ACCEPTING THE TERMS OF THIS AGREEMENT YOU HEREBY AGREE THAT YOU ARE DESIROUS OF PURCHASINGTHE SERVICE(S) ON OR THROUGH THE USE OF THE PLATFORM AND YOU SHALL ABIDE BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL OTHER POLICIES, TERMS OF USE, AS MAY BE ISSUED BY THE COMPANY FROM TIME TO TIME, GOVERNING THE CONDUCT OF THE BUYERS ON THE PLATFORM AND FOR USE OF THE PLATFORM. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THIS PLATFORM.

1. DEFINITION OF TERMS AND INTERPRETATION

1.1. In this document, capitalized terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and the following terms shall have the meanings assigned to them herein below:

(a) "Applicable Law" means in respect of a person, any statute, law, regulation, ordinance, rule, judgment, decree, by-law, approval from the concerned authority, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination, or any interpretation or adjudication having the force of law of any of the foregoing, by any concerned authority or other requirements of any governmental or regulatory authority, to which such person is subject;

(b) "ResidentAccount" shall mean an electronic account of the Resident opened by the Company on the Platformin terms of this Agreement;

(c) "Resident Registration Form" shall mean the form to be completed by the Resident and submitted along with necessary supporting documents to the Company, (either online on the Platform or physically handed over to the designated or authorized representative(s) of the Company through post or e-mail);

Service(s)Service(s)

(d) "Force Majeure Event" shall mean any event due to any cause beyond the reasonable control of the Company, including, without limitation, unavailability of any communication system, sabotage, fire, flood, earthquake, explosion, acts of God, civil commotion, strikes, lockout, and/or industrial action of any kind, breakdown of transportation facilities, riots, insurrection, hostilities whether war be declared or not, acts of government including change in law, governmental orders or restrictions breakdown, and/or hacking of the Platform and/or contents provided on the Platform, such that it is impossible to perform the obligations in terms of this Agreement or any other cause or circumstances beyond the control of the Company hereto, which prevents timely fulfillment of the obligation of the Company in accordance with the Terms of this Agreement.

(e) "KYC Guidelines" of "KYC" shall mean the Know Your Customer (KYC) guidelines as set forth under the applicable laws;

(f) "Platform" shall mean and include zipgrid.com, app.zipgrid.com and Zipgrid, JLL Overview mobile application of the Company, any successor website/applications, any website of the Company's affiliates or any other channel facilitated and permitted by the Company;

(g) "Privacy Policy" shall mean the privacy policy of the Company set out athttps://jll2.sharepoint.com/CorporatePolicies/Corporate%20Governance%20Policies/Policy%2045%20-%20Global%20Privacy%20Policy.pdf, as amended by the Company from time to time.

(h) "Service(s)" shall mean all the SaaS (Software as a Service) Service(s)services offered through the Platform;

(i) "Terms" or "Terms of Use" shall mean the terms and conditions provided herein, required to be accepted by the Resident prior to using the Platform;

(j) "TransactionAccount" shall mean the bank account(s) (being the current accounts) opened in the name of the Company wherein the Resident shall pay and deposit the money for buying the Service(s)(s); and

(k) "Transaction(s)" shall mean any transaction of sale/purchase of the Service(s)s initiated or performed utilising the Platform.

(l) "Vendor" shall meanshall mean a natural or a legal personregistered on the Platform as a vendor in accordance with the terms and conditions provided by the Company for registration of a Vendor;

1.2. INTERPRETATION

(a) All references to singular include plural and vice versa and the word "includes" should be construed as "without limitation".

(b) Words importing any gender shall include all the other genders.

(c) Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.

(d) All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define limit or affect the meaning or interpretation of the terms of this Agreement.

(e) The Annexures form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement and the Recitals of and Schedules, Annexures to this Agreement shall be read and construed as essential parts of this Agreement.

2. INTRODUCTION

This Platform is operated by the Company under the brand "Zipgrid" and "JLL Overview".The Company offers this Platform, including all information, tools available through this Platform to You, being the Residenton a non-exclusive basis, and conditional upon Your acceptance of all the terms, policies and notices stated herein.

The Resident's use of the Platform, including but not limited to viewing information, acting on such information and the Transactions that may be implemented through the Platform, is governed by and shall be subject to these Terms and such Terms whereof are subject to change at any time, without prior notice to You. Any additional or new features or tools which are added to the current Platform shall also be subject to the Terms. To ensure that You are aware of the changes, please review this Agreement and all the documents referred to hereunder periodically.

By proceeding further, You confirm that You have read and have agreed and accepted to be bound by any additional guidelines or rules applicable to any particularService(s)(s)on the Platform ("Additional Documents"), which shall be deemed to be a part of these Terms. In the event of any conflict between the terms of this Agreement and any aforesaid Additional Documents, the Additional Documents shall prevail. If any of the terms of this Agreement or any of the Additional Documents are not acceptable to You, please do not use the Platform. Your continued usage of the Platform after any change constitutes Your acceptance of the amended Agreement.

3. SCOPE OF THE PLATFORM

The Platform is amobile based application for marketing, availing and selling of the Service(s). By visiting the Platform and/or availing /agreeing to avail the Service(s)slisted on the Platform for the consideration, costs, charges set out at the Platform and invoice issued to You, you agree to be bound by additional terms and conditions and policies as may be applicable to a Service(s)which may be sold on the Platform. These Termsapplies to all Residents and otherusers of the Platform, including without limitation users who are browsers, vendors/sellers, customers, merchants, and/ or contributors of data, content, information, pictorial representations and/or images ("Content").

4. INVITATION TO OFFER

All the Service(s)s displayed on the Platform constitutes only an invitation to offer. Your order for purchase and/or availing the Service(s) constitutes your offer and the Company reserves the right to accept or reject your offer, in part or in full. Our acceptance of Your order will only take place upon the completion of the Service(s)(s). The completion of all the Service(s)(s) ordered may or may not happen at the same time. In such case, only that portion of the order which has been completed will be deemed to have been accepted by Us, and the balance will continue to remain as an offer to Us. The Company reserve the right to accept or reject such balance order at our sole discretion.

5. ACCOUNT AND REGISTRATION

Use of the Platform is available only to the registered Residents. You hereby confirm that You have provided duly filledResidents RegistrationForm and provided all the necessary documents alongwith the Residents Registration Form, as required by the Company to its satisfaction. In this regard, please note that theinformation and documents provided by You at the time of registration shall be maintained by the Company. You confirm and consent that the information and documents provided alongwith the Residents Registration Form may be used by the Company to ensure compliance with the Applicable Laws and KYC Guidelines. Any information provided to Us during the registration process will be protected in accordance with our Privacy Policy. The Platform may seek access to data stores in Your mobile phone, such as SMS, Photos, Contact List and Gallery. The purpose of this access is solely towards complete functionality of relevantService (s) features. The Platform will not run to their full potential if You choose to not provide the necessary access.

You hereby agree and confirm that You:

(i) Have provided accurate, correct, valid and subsisting information/documents at the time of registration on the Platform and You shall provide all such information and documents any timeafter creation of the Residents Account, as may be required by the Company from time to time ("Registration Data").

(ii) Will maintain and promptly update the Registration Data to keep it accurate, current and complete always. We reserve the right to confirm and to validate the information and other details You provided. If You provide any information that is untrue, inaccurate, incomplete, or not current, or if We have reasonable grounds to suspect that such information is not in accordance with the Terms of Use (whether wholly or in part thereof), We reserve the right to reject your registration and/or indefinitely suspend or terminate your membership and refuse to provide you access to the Platform.

(iii) Will indemnify and keep harmless the Company,its officers and employees from and against all the claims resulting from the use of any details/information/Registration Data that you post and/or supply to the Company. The Company shall be entitled to remove any details/information/Registration Data posted by You, in its sole discretioneven without any prior notification to You.

(iv) In order to ensure that We are not violating any right that you might have in your Registration Data, you will grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights (but no other rights) that You have in the Registration Data, in any current media or in the future, solely to enable Us to appropriately utilize such Registration Data You have supplied us.

You are liable to ensure that your login id and password is not disclosed or transferred to any other person and that all the services of the Platform are used only for Your own business purposes.

In the event You are representing an incorporated entity, you hereby confirm that You are acting on behalf of such entity and have been expressly authorized by such entity to consent these Terms, and such entity agrees to be bound by the Terms.

It is Your duty to ensure proper usage of the Platform and to further ensure that only person(s) authorized by Youshall undertake Transaction(s) on the Platform on Your behalf.

You represent and warrant us that You hold all the licenses, consents, registrations and governmental approvals including: (i) Goods & Service Taxregistration and other applicable registration(s); or iv) certificate of incorporation or registration as a society or registration as a public trust for the purpose of undertaking purchase of the Service(s)s through this Platform and shall promptly provide copy of the abovementioned documents/information'sto the Company at the time of registration.

Any deviation from the aforesaid will entitle the Company to block\suspend Residents Accountand to take such other action(s) as it may be deemed appropriate.

Any person whose Residents Account or registration has been suspended or terminated by the Company for any reason whatsoever, will not be able to transact on the Platform.

If You use the Platform, you are responsible in maintaining the confidentiality of your password, account and any activity that occurs in or through your account. We will not be liable to any person for any loss or damage which may arise because ofYour failure to protect your password or account. If You know or suspect that someone else knows Your password or suspect any unauthorized use of your password, You should contact us immediately atzipdesk@zipgrid.com or support number +91 9579474743 for voice and +91 7045906030 for WhatsApp. If We have valid reason(s) to believe that there is likely to be a breach of security or misuse of the Platform, we may require,you to change your password or We may suspend Your account without any liability whatsoever.

6. PRICING AND AVAILABILITTY

Unless otherwise specifically prescribed, price of all theService(s)s as indicated on the Platform shall be exclusive of the applicable taxes.

The Company is committed to provide competitive prices of the Service(s) s on its Platform. In order to ensure competitiveness as well as to take cognizance of any inflation or other market changes, the Company reserves the rights to update the prices on Platform from time to time. Residents should confirm and agree to the prices displayed on the Platform before placing the order.

Even though We strive to provide accurate Service(s) and pricing information, typographical errors may still occur. In the event that a Service(s) is listed at an incorrect price or with incorrect information due to an error in pricing or error in placing Service(s) information, we retain the right, at Our sole discretion, to refuse or cancel any orders placed for that Service(s).

In the event a Service(s) is mispriced, we may, at Our discretion, either contact You for instructions to cancel Your order or notify You of such cancellation.

We may not be in a position to accept certain orders due to the limitations, or other problems identified by our internal department. In which case, we reserve the right, at Our sole discretion, to refuse or cancel such order or any portion thereof.

We reserve the right at any time, without any prior intimation, to modify or discontinue the availability or sale of any Service(s) on the Platform, but We have no obligation to update any information on the Platform. We shall not be liable to You or to any third-party for any modification, price change, suspension or discontinuance of the Service(s)s or any direct or indirect loss that may arise to You pursuant to such change or modification.

We reserve the right, but not the obligation, to limit the availability or sale of the Service(s)s to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. Further, wemay set minimum value per transaction either in terms of quantity or in terms of value or otherwise, as We may deem fit, on case to case basis.

7. DISCLAIMER OF WARRANTY, EXCLUSION OF LIABILITY

The Platform is provided on an "as is" and "as available" basis. Use of the Platform is at the Your own risk. To the fullest extent permitted by Applicable Laws, we disclaim all warranties, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a purpose or non-infringement in relation to the Service(s)s.

We do not warrant that the quality or quality of any Service(s), information, or other material purchased or obtained by You will meet Your expectations, or that any issueswith the Service(s)will be resolved by Us.

In no case shall Company, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of the Platform, or for any other claim related in any way to Your use of the Platform, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use the Platform or any Content (or service) posted, transmitted, or otherwise made available via the Platform, even if advised of their possibility. In states or jurisdictions that do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the price received by us against the Service(s) sold.

Company shall not be responsible for dealing with any damage, loss, cancellation,postponement, change or delay in providing the Service(s).The responsibility for communicating, managing and arranging for damage, loss, cancellation,postponement, change or delay is not expressly governed by these Terms and the Company is not liable either monetarily or otherwise to the Resident, for such damage, loss, cancellation,postponement, change or delayin delivery of Service (s).

The Company, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from (i) the hacking, tampering or other unauthorized/illegal access or use of the Company technologies, ResidentAccount or the information contained therein, (ii) failure of any Transaction due to the reason attributed to (a) the participating banks whose credit or debits cards are being used by the Residentfor the Transaction and (b) any other third party service provider, (c) failure on part of payment gateways facilitating payments for a Transaction, (iv) any failure or deficiency in providing services to the Residentor (v) any technology failure such as slow working of Platform, site crashes, uptime, downtime, failure of payment gateways, call center services.

Notwithstanding anything to the contrary contained anywhere in the Terms, to the fullest extent permitted under applicable law, We will not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the Platform or the Content, in any manner. The maximum liability of the Company for any claim arising hereunder (whether in tort or contract or otherwise) will only be limited to the price received by us against the Service(s)s sold.

We will not be liable for any failure and/or delay on our part in performing any obligation under these Terms, and/or for any loss, damages, costs, charges and expenses incurred that you suffered if such failure and/or delay shall result of or arising out of a Force Majeure Event.

8. PAYMENT

You shall be entitled to use a valid corporate card or any other payment cards, online banking facility or other payment mode ("Virtual Payment Modes") to make a payment against any Transaction being affected at the Platform as per options offered by the Company on the Platform at the time of purchasing the Service(s)s. We are not obliged to accept payment by any method not offered or authorized for You by the Company on the Platform.Upon initiation of a Transaction, the Company shall be entitled to receive the full payment ofthe Transaction from the Residentin the Transaction Accountunless a credit period is requested by the Residentand accepted by the Company. The Company may decide on the credit period from time to time as it may deem fit. In the event Residentavails a credit period as aforesaid, the Resident shall be able to make payment through electronic mode only (i.e. through NEFT or RTGS).

You agree and accept that all nuances and modalities relating to Virtual Payment Modes shall be separately governed by arrangement(s)/terms and conditions between You and the relevant banks and/or financial institutions and/or the payment gateway, as the case may be. We would not be responsible, in any manner whatsoever, for any liability that may arise in relation to any aspect of/relating to the Virtual Payment Modes (including any fraudulent transaction). Notwithstanding anything contained in the Terms of Use, you agree to indemnifyand hold harmless the Company, its officers and employees againstany and all the liability arising in this regard, in accordance with the "Terms of Use."

Company will not be liable for the loss of any nature whatsoever caused to You, arising, directly or indirectly, out of decline of authorization for any Transaction, resulting from You exceeding your pre-set permissible payment limit under your credit/debit and/or any other payment cards and/or online banking accounts, as applicable or for any other reason.

The Company may, at its sole discretion, require further authorization from You, such as a telephone confirmation of Your order and/or other related information.

10. ONLINE PLATFORM TERMS

By agreeing to these Terms,

(i) You represent and warrant to the Company that You are eligible to create a Residents Account and use the Platform and have requisite power and authority to agree to the Terms of this Agreement, to perform Your obligations hereunder and that your agreement and performance of the terms of this Agreement does not violate any law, rule, regulation or order and is not inconsistent with terms of any agreement, contractual obligation or any other instrument to which You are a party to, nor is it in breach of any of the terms, conditions or provisions of any of the agreements or contractual obligations or any other instrument to which You are a party to.

(ii) You shall not purchase Service(s)s or use the Platformfor any illegal or unauthorized purpose;

(iii) You shall be responsible for checking the Content, Service(s)description and other related information before making any Purchase on the Platform. Further, you are solely responsible for the Content that You upload, submit or send to or exchange on the Platform. We shall under no circumstances be responsible for any claims made by a third party in respect thereof;

(iv) Any fraudulent use of this Platform, which causes any monetary loss to the Company as a result of Your action/inaction shall be recovered solely from You. Without prejudice to the above, the Company reserves the right to initiate legal proceedings against You forfraudulent use of this Platform or for any other unlawful act or omission in breach of this Agreement;

(v) We will not be responsible for verifying any Content posted on the Platform by You.We are not responsible if information made available on the Platform is not accurate or not complete or not updated.The material on the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary and more accurate sources of information. Any reliance on the material on the Platform is at Your own risk; In the event of any direct or indirect loss or damage (including reputational damage) suffered by the Company on account of the Content, the Company reserves the right to initiate legal proceedings against You for such damage;

(vi) You also understand and acknowledge that the use of the Platform requires internet /mobile network connectivity. You shall bear the costs incurred to access and use the Platform and We shall not, under any circumstances whatsoever, be responsible or liable for such costs;

(vii) You shall be solely responsible for all activities undertaken through Your ResidentAccount, whether or not You have authorized such activities or actions and shall, at all times, keep the Company indemnified in this regard for any loss or damages caused to the Company;

(viii) You shall take all precautions and steps to ensure that You are not mistaken or misrepresented with the Service(s)s offered at the Platform, and if required, You shall obtain satisfactory disclaimers/ clarifications to this effect from the Company;

(ix) You shall solely bear and be responsible for the payment of all taxes on the Service(s)s/Service purchased by You through the Platform, as applicable under Applicable Laws;

(x) You shall not use (directly or indirectly) the Platform and other facilities of the Company in any manner or in furtherance of any activity, which constitutes a violation of (i) of these Terms; and (ii) a violation of any Applicable Law or regulation or which may cause the Company to be subject to investigation, prosecution or legal action;

(xi) You acknowledge and agree that the Service(s)(s) are sold on the Platform on a in compliance with the Foreign Direct Investment Policy issued by the Department of Industrial Policy and Promotion from time to time ("FDI Policy") and accordingly, You shall not commit any act or do anything, which is in violation of the guidelines issued in relation to the wholesale business under the FDI Policy and other Applicable Laws. You further, represent that You are eligible to be registered as a Residents in accordance with the FDI Policy through the Platform.

(xii) You shall provide all information requested by Us for creation/ opening of Your ResidentAccount and usage of the Platform;

(xiii) You agree and acknowledge that We are entitled to verify, examine and process all the information/ Content shared by You with Us and We, at Our sole discretion, are entitled to delete, modify and tweak such information/ Content.

(xiv) You shall not directly or indirectly attempt to gain unauthorized access to the Platform, other users' account(s), computer systems and/or networks connected to the Platform through hacking, phishing, password mining and/or any other means (whether now known or hereafter developed or invented) or obtain any material or information through any means not intentionally made available to the user. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of thePlatform or any activity being conducted on this Platform.

(xv) You are prohibited from using the Platform:

(a) for any unlawful or fraudulent purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any local, international, federal, provincial or state regulations, rules, laws, or any applicable ordinances;
(d) to infringe upon or violate Our intellectual property rights;
(e) to harass, abuse, insult, harm, defame, slander, libel, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform, other Platforms, or the internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Platform, other Platforms, or the internet;
(l) hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing anything which (a) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting any other nation; (b) shall, directly or indirectly, offer or attempt to offer trade or attempt to trade in any item which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force; (c)is grossly harmful, harassing, blasphemous, defamatory, bigotry, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling (d) false, inaccurate or misleading in any way (e)contains restricted or password-only access pages, hidden pages or images (those which are not linked to or from another accessible page) (f) violates any law for the time being in force.

You shall not directly or indirectly attempt to gain unauthorized access to the Platform, other users' account(s), computer systems and/or networks connected to the Platform through hacking, phishing, password mining and/or any other means (whether now known or hereafter developed or invented) or obtain any material or information through any means not intentionally made available to the user. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of thePlatform or any activity being conducted on this Platform

You shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform or breach the security, authentication measures on the Platform or any network connected to the Platform.

You shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about Us, the brand name or domain name We use, including the terms 'Zipgrid Portal', 'JLL','zipgrid.com, app.zipgrid.com, jlloverview.com.or otherwise engage in any conduct or action that might tarnish the image or reputation of the Company on the platform or otherwise tarnish or dilute any trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or We use. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Company's systems, networks, or any systems or networks connected to Company.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform, any transaction being conducted on the Platform or any other person's use of the Platform

A breach or violation of any of the aforesaid provisions, the Company reserves the right to immediately terminate your Residents Account. Furthermore, Company may report such breach/ violation to the law enforcement agencies and initiate legal action against the Residentfor breach of the Terms in accordance with applicable laws.

We reserve the right to refuse the access of the Platform to anyone (without assigning any reason), including You, at any time.

11. PERSONAL INFORMATION AND PRIVACY POLICY

Your submission of personal information such as registration details, Transaction details and debit/credit card information etc., is subject to and is governed by Our Privacy Policy.The collection, verification, audit and maintenance of correct and updated Residentinformation is a continuous process and the Company reserves the right, at any time, to take steps necessary to ensure compliance with all relevant and applicable KYC guidelines issued by the regulator.

12. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Platform that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, promotions, offers, service shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Platform is inaccurate at any time (including after You have submitted Your order for a Transaction or initiated a Transaction).

We undertake no obligation to update, amend or clarify information in relation to the Service(s)sor on the Platform, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service(s)s or on the Platform, should be taken to indicate that all information in the Service(s)sor on the Platform has been modified or updated.

13. COPYRIGHT AND TRADEMARK

You agree, confirm and undertake that:

(i) All copyright, database right and all other proprietary rights, title and interest in all Content and or information presented on this Platform ("IP") is owned by and/or licensed to Company or is owned by and/or licensed to the person uploading such Content and is or may be protected or covered by copyright, trade mark, intellectual property law and/or other proprietary rights, unless expressly stated otherwise;`

(ii) No extracts of the Platform or part thereof shall be displayed, printed or downloaded by You or with Your assistance, for any reason, including without limitation to commercialize any IP in any way;

(iii) Your use of this Platform does not confer on You or any other party, any license or other rights under the intellectual property or other proprietary rights of Company, the Seller or any third party, whether implied or otherwise; and

(iv) Company shall not be held liable for any claims relating to infringement of any intellectual property rights in relation to the Platform and/or the Contents.

14. OBJECTIONABLE MATERIAL

You understand that by using this Platform or any services provided on the Platform, You may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use the Platform and any service at Your sole risk and that to the fullest extent permitted under Applicable Law. The Company and its affiliates shall have no liability to You for Content that may be deemed offensive, indecent, or objectionable to You.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of or in connection with Your actions including (i) actual or alleged breach of these Terms or the documents they incorporate by reference, or (ii) Your violation of any law or the rights of a third-party, or (iii) usage of the Platform, or (iv) information (including inter alia address provided on the Platform and the information provided for a Transaction) provided by You, or (v) any fraud, misconduct, negligence by You (vi) breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of Your obligations under this Terms (vii) violation of any applicable laws, regulations including but not limited to intellectual property rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights etc. This clause shall survive the expiry or termination of these Terms of Use.

16. MODIFICATION OF TERMS

We may at any time modify these Terms without any prior notification to You. The latest version of these Terms would always be available on the Platform. You are, therefore requested to regularly review the Terms of Use on the Platform. In the event the modified Terms is not acceptable to You, You should immediately discontinue using the Platform; if You continue to use the Platform You shall be deemed to have agreed to the modified Terms of use of this Platform.

17. SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

18. TERMINATION

The term of this Agreement will begin upon acceptance of your registration as a Resident and shall remain valid until terminated in accordance with the terms of this Agreement.

Your registration as a Residentshall continue until terminated by You or Company.We may terminate this Resident's Agreement at any time and may do so immediately even without notice, and accordingly deny you the access to the Platform. We shall not be liable for anything because of the termination of this Resident's Agreement as aforesaid. You may terminate this Resident's Agreementat any time by informing us in writing through registered post at the Company's registered office addressor by emailing us atzipdesk@zipgrid.com thatYou no longer wish to be associated with this Platform, provided that you discontinue any further use of it. Closure of Resident's Account shall be subject to the confirmation from the Company.Upon non-payment of any outstanding dues including but not limited to subscription dues within the subscription invoice due date, the access to the Platform is immediately terminated without any obligations on the Company.

Termination of the Resident's Agreementwill not cancel, extinguish or limit in any manner, your obligation or affect any liability that may have arisen under the Residents Agreement prior to the date of such termination. Upon termination You must promptly destroy all the materials downloaded or obtained from this Platform (including copies).

19. GOVERNING LAW AND DISPUTE RESOLUTION

ThisResident's Agreement shall be governed by and construed in accordance with the laws of India. All the dispute or difference either in interpretation or otherwise, of any provision of the Resident r's Agreement, shall be referred to a sole arbitrator who will be appointed by the Company and his decision shall be final and binding. The arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The seat of arbitration shall be Delhi.

The arbitration proceedings shall be in the English language.

Subject to the above, the courts at New Delhi shall have exclusive jurisdiction in any proceedings arising out of or in connection with these Terms.

Notwithstanding anything to the contrary contained in the Terms, we reserve, at our sole discretion, our right to seek equitable remedies including by way of injunctive relief before any court of competent jurisdiction.

20. NO WAIVER

Our failure to act with respect to your breach of the Terms does not tantamount to a waiver of our right to act with respect to subsequent or similar breaches, unless we waived it through writing.

21. REVIEWS, FEEDBACK AND SUBMISSIONS

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to us or by this Platform or otherwise disclosed, submitted or offered in connection with your use of this Platform (collectively, the "Comments") shall be and remain our property and we shall exclusively own all intellectual property rights, titles and interests over the Comments and shall not be limited in any way in the use of the Comments, commercial or otherwise. We will be under no obligation (i) to maintain any Comments in confidence; (ii) to pay you any compensation for any Comments; or (iii) to respond to any Comments. Our right to the Comments will survive any termination of this Agreement.

We do not regularly review posted comments, but reserve the right to monitor and edit or remove any comments submitted to the Platform. You grant the Company the right to use your name that you submitted in connection with any comments. We take no responsibility and assume no liability for any comments submitted by You or by any third party on the Platform in any manner.

22. ENTIRE UNDERSTANDING

Unless otherwise specified herein, these Terms constitutes the entire agreement between You and the Company with respect to Platform/services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the use of the Platform and your relationship with the Company.

23. CONSENT TO ELECTRONIC COMMUNICATIONS

The Company may provide disclosures and notices required by law and other information about the Residents Account, or any other information electronically by posting it on the Platform, Resident's Account or by email to Your registered email address or through SMS, App notifications, browser notifications, chat platforms telephone etc. Such disclosures and notices are considered received by You within 24 hours of the time posted to the Platform, or within 24 hours of communication via email or SMS or other means as mentioned above. You consent to receive communications from us electronically or telephonically. You agree that all agreements, notices, disclosures and other communications from the Company, electronically or telephonically shall be legally binding on You.