Dutch Vibrations Solutions Private Limited having its registered office at 12/901 Lotus Boulevard, Sector 100, Noida, Uttar Pradesh IN 201304, owns and operates a web/mobile application called “Xley”, available as iOS and Android-based applications, as well as through website.

Welcome to Xley, a dynamic and user-centric platform designed to connect creators and brands for seamless collaboration in content creation and marketing campaigns. Xley offers an all-encompassing solution to simplify the processes of connecting, negotiating, and finalizing agreements, fostering efficiency and transparency for both creators and brands.

For brands, Xley provides powerful tools to discover and engage with talented creators, streamline proposal reviews, and manage marketing campaigns effectively. Creators, on the other hand, benefit from opportunities to showcase their expertise, negotiate terms, and collaborate on projects in a secure and supportive environment. Both parties are empowered with tailored dashboards, role-specific access, and streamlined workflows that promote creativity, accountability, and compliance.

By accessing or using the Xley platform, which includes our website, mobile application, and any other related media or services (collectively referred to as the "Platform"), you agree to be bound by these Terms and Conditions. This agreement constitutes a legally binding contract between you, whether personally or on behalf of an entity (“you”), and Xley (“we,” “us,” or “our”).

These Terms and Conditions outline the rights and obligations of all users, ensuring transparency and alignment with applicable laws and regulations. If you do not agree to these terms, you are expressly prohibited from using the Platform, and you must discontinue use immediately.

By accessing or using the Xley platform, you acknowledge that you have read, understood, and agree to comply with these Terms and Conditions in their entirety. Your continued use of the Platform signifies your acceptance of these terms and your commitment to comply with all provisions and obligations outlined herein.

1. Registration and Eligibility
   1. Creators and Brands are required to complete the registration process on the Xley platform by providing accurate, complete, and truthful information during account setup. This includes, but is not limited to, providing valid contact information, proof of identity (if requested), and any other details deemed necessary by Xley to ensure compliance with platform policies and applicable laws.
   2. By registering on the platform, users represent and warrant that:
      1.     1.2.1.They are at least 18 years of age or meet the legal age of majority in their jurisdiction.
      2.     1.2.2.They have the legal authority and capacity to enter into binding agreements and conduct transactions on the platform.
      3.     1.2.3.All information provided during registration is accurate and up to date. Any changes to the provided information must be promptly updated on the platform.
   3. Users agree that their accounts are for personal or organizational use only and must not be shared or transferred to others without prior approval from Xley.
   4. Xley reserves the right to request verification of information provided during registration, including but not limited to identity verification, business registration documents, or other relevant credentials. Failure to comply with such requests may result in denial of access to the platform or suspension of the account.
   5. Users acknowledge and agree that any misrepresentation of information or failure to meet the eligibility requirements outlined in this section may lead to immediate termination of their account, forfeiture of any payments, and/or legal action where applicable.
   6. Xley retains the sole discretion to approve, deny, or revoke access to the platform for any user who fails to meet the registration and eligibility requirements or is found in violation of these Terms and Conditions.

1. Prohibited Activities

As a user of the Xley platform, you agree not to:

1. Systematically retrieve data or other content from the platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without prior written permission.
2. Make unauthorized use of the platform, including collecting usernames, email addresses, or other user information by electronic or other means for unsolicited communications.
3. Create user accounts by automated means or under false pretenses.
4. Use the platform to advertise, sell, or offer goods and services not explicitly approved by Xley.
5. Circumvent, disable, or interfere with security-related features of the platform, including features that restrict access or enforce usage limitations.
6. Attempt to bypass any measures designed to prevent or restrict access to the platform or its features.
7. Engage in automated use of the platform, such as using bots, scripts, or data mining tools.
8. Launch or distribute any automated system, including spiders, scrapers, or offline readers, without explicit permission.
9. Trick, defraud, or mislead Xley or other users, particularly in attempts to obtain sensitive account information like passwords or financial data.
10. Impersonate another user or person, or use another user’s account without authorization.
11. Harass, intimidate, annoy, or threaten other users, employees, or agents providing services through the platform.
12. Use the platform to harm, abuse, or harass any individual or entity.
13. Upload or transmit material containing viruses, Trojan horses, or other harmful components that disrupt or impair the platform’s functionality.
14. Delete or alter copyright, trademark, or proprietary rights notices from any content on the platform.
15. Disparage, tarnish, or otherwise harm the platform, its users, or Xley’s reputation.
16. Decipher, decompile, disassemble, or reverse engineer any software or code used within the platform.
17. Copy or adapt the platform’s software, including but not limited to HTML, JavaScript, or other proprietary code.
18. Attempt to engage in off-platform transactions to circumvent fees, security measures, or terms outlined by Xley.
19. Engage in unauthorized framing of or linking to the platform.
20. Upload or transmit any material designed to collect personal or sensitive information without user consent, such as spyware, web bugs, or passive collection mechanisms.
21. Interfere with, disrupt, or place undue burden on the platform or its connected networks and services.

1. Proposal Submissions and Agreement Finalization

For Creators:

1. Creators must submit cost proposals with comprehensive details, including but not limited to the scope of deliverables, timelines for completion, and pricing structure.
2. Proposals should be realistic, achievable, and aligned with the project requirements provided by the brand.
3. Creators are solely responsible for ensuring that all submissions are accurate, authentic, and free from misrepresentation. Failure to deliver on the proposed terms may result in account suspension, cancellation of the project, or financial penalties as deemed necessary by Xley.

For Brands:

1. Brands are entitled to evaluate, accept, reject, or negotiate proposals submitted by creators within the specified timeframe set forth by Xley.
2. Brands are required to engage in prompt and transparent communication with creators to facilitate the negotiation process. Delays or lack of communication may lead to the cancellation of the proposal or penalties as per platform policies.
3. Brands must ensure that their requirements, expectations, and budgets are clearly communicated to creators during negotiations to prevent future disputes.

Agreement Finalization:

1. Once terms have been agreed upon, both parties must confirm the finalized agreement in writing using the tools provided on the Xley platform. This confirmation is mandatory and legally binding.
2. Verbal agreements or informal communications outside the platform will not be recognized as valid or enforceable.
3. The finalized agreement must explicitly detail the scope of work, deliverables, timelines, payment terms, and ownership of intellectual property rights (if applicable).
4.     3.10.Any changes to the finalized agreement must be approved in writing through the platform to ensure accountability and transparency.

Xley’s Role in Agreement Finalization:

1.     3.11.Xley acts solely as a facilitator to connect creators and brands and does not guarantee the performance, quality, or completion of agreements finalized between the parties.
2.     3.12.Xley reserves the right to review proposals and agreements to ensure compliance with platform policies and applicable laws. Non-compliant agreements may be rejected, suspended, or modified at Xley’s discretion.

Dispute Resolution Related to Proposals and Agreements:

1.     3.13.Any disputes arising from proposal submissions or finalized agreements must be resolved through the platform’s dispute resolution tools.
2.     3.14.Xley retains the right to mediate disputes but is not obligated to enforce the terms of agreements unless explicitly stated in platform policies.

1. Payment Terms and Financial Transactions
   1. All payments on the Xley platform are designed to ensure security, transparency, and fairness for both creators and brands. Unless explicitly agreed otherwise in writing, payments will be processed through the Xley platform to maintain accountability and streamline transactions.

For Creators:

1. Creators are entitled to receive payments as per the terms outlined in their finalized agreements with brands.
2. Payments will be processed only after the completion of deliverables or as per the agreed milestones stated in the finalized agreement.
3. Creators must comply with Xley’s platform guidelines, including timely submission of work, adherence to agreed timelines, and delivery of agreed-upon quality and scope.
4. Creators are responsible for ensuring that they adhere to all applicable tax laws, including reporting and payment of income taxes. Xley may deduct taxes at source (TDS) or provide information to tax authorities as required by law.
5. Failure to comply with platform policies or deliverables may result in payment holds or forfeiture, at Xley’s discretion.

For Brands:

1. Brands are required to pay the agreed-upon amount as specified in the finalized agreement. Payments must be made promptly and without delay to ensure the smooth execution of the project.
2. Brands are prohibited from withholding payments or delaying transactions without a valid and documented reason, such as a verified breach of agreement by the creator.
3. In the event of a dispute over deliverables or quality, Xley’s dispute resolution process must be initiated. Payments will be held in escrow during the resolution process, ensuring fairness for both parties.
4.     4.10.Brands must ensure sufficient funds in their account or linked payment method before initiating projects. Any payment failures may result in suspension of the project and penalties, including potential additional fees for administrative processing.

Xley’s Service Fees:

1.     4.11.Xley charges a service fee for facilitating transactions, connecting users, and providing platform tools and support. The applicable fee will be transparently disclosed during the agreement finalization process.
2.     4.12.The service fee is non-refundable and will be deducted from payments processed through the platform. The fee amount may vary based on the agreement’s value, scope, or nature of the project.
3.     4.13.Any off-platform payments made without prior approval from Xley are strictly prohibited and will be considered a breach of these Terms and Conditions. Xley reserves the right to take corrective action, including account suspension or termination.

1. Content Rights and Ownership
   1. Xley aims to provide a secure platform for creators and brands to collaborate, ensuring clarity and fairness in the ownership and use of content created through the platform. The following terms govern content rights and ownership, promoting transparency and protecting the interests of all parties, including Xley.
   2. Ownership Definition: Ownership of content and intellectual property rights (IPR) must be explicitly outlined in the finalized agreement between creators and brands. The platform requires detailed terms regarding usage rights, licensing, and ownership to avoid ambiguity.
   3. Creators' Rights: 
      1.     5.3.1.Creators retain full intellectual property rights over their content unless explicitly assigned to the brand in the finalized agreement.
      2.     5.3.2.If content ownership is transferred, the agreement must clearly define the scope, timing, and any limitations of such transfer.
      3.     5.3.3.Creators are responsible for ensuring that the content they deliver is original, does not infringe third-party rights, and complies with all applicable intellectual property laws.
   4. Brands' Usage Rights:
      1.     5.4.1.Brands are granted a non-exclusive, limited license to use the content for agreed-upon purposes as specified in the finalized agreement.
      2.     5.4.2.If exclusive rights are required, the brand must negotiate and obtain explicit written consent from the creator, which should be documented within the platform.
      3.     5.4.3.Brands must use the content solely for the purposes and within the scope agreed upon and are prohibited from sublicensing, selling, or redistributing the content without proper authorization.
   5. Compliance with Intellectual Property Laws:
      1.     5.5.1.Both creators and brands must ensure that the content created and used does not infringe upon third-party intellectual property rights, including copyrights, trademarks, or patents.
      2.     5.5.2.Xley reserves the right to review and flag content suspected of infringement and may suspend or terminate accounts involved in such violations.
   6. Xley’s Limited Rights:
      1.     5.6.1.Xley reserves the right to use anonymized or non-identifiable samples of created content for marketing, educational, or promotional purposes, subject to prior written consent from the content owner.
      2.     5.6.2.Xley may utilize data provided by users, including creators and brands, for promotional and marketing activities related to the platform. 

1. Impersonation and Fraudulent Activities
   1. Xley is committed to maintaining a secure and trustworthy platform for all users. Impersonation, fraud, or misrepresentation undermines the integrity of the platform and is strictly prohibited. The following terms outline Xley’s policies regarding such activities:
   2. Prohibition of Fraud and Misrepresentation: Any form of impersonation, fraud, or misrepresentation by creators or brands is strictly forbidden. This includes, but is not limited to, actions taken to deceive or mislead other users, the platform, or third parties involved in transactions.
   3. Examples of Prohibited Activities:
      1.     6.3.1.For Creators: Falsifying skills, qualifications, or prior work experience to secure projects. 
      2.     6.3.2.Submitting plagiarized or non-original content as part of project deliverables.
      3.     6.3.3.For Brands: Misrepresenting project scope, requirements, or timelines.
      4.     6.3.4.Falsely claiming payment incapability or delaying payments without valid reasons.
   4. Consequences of Violations:
      1.     6.4.1.Users found engaging in impersonation, fraud, or misrepresentation are subject to:
      2.     6.4.2.Immediate suspension or termination of their account.
      3.     6.4.3.Forfeiture of funds associated with the fraudulent activity, including withholding payments or refunds where applicable.
      4.     6.4.4.Permanent bans from the platform in cases of repeated violations or severe misconduct.
      5.     6.4.5.Xley may pursue legal action, including civil or criminal proceedings, against users engaging in fraudulent activities.
   5. Verification Measures: Xley reserves the right to implement verification processes to authenticate user identities, qualifications, or project claims. Users may be required to provide supporting documentation or evidence to validate their submissions or representations.
   6. Reporting Fraudulent Activities: Users are encouraged to report any suspected impersonation or fraudulent activities to Xley’s support team for investigation. All reports will be handled with confidentiality and in accordance with platform policies.
   7. Platform Oversight: Xley actively monitors user activities to detect and prevent fraudulent behavior. Any suspicious activity may be flagged and investigated without prior notice to the involved parties.
   8. Non-Retaliation Policy: Users who report fraudulent activities or cooperate with investigations are protected under Xley’s non-retaliation policy. Retaliation or intimidation against such users will result in disciplinary action.

1. User-Generated Contributions

Xley provides opportunities for users to interact and contribute through various features, including blogs, message boards, forums, and other interactive functionalities. You may also create, submit, post, display, transmit, perform, publish, or distribute content and materials (collectively, "Contributions") on or through the platform. These Contributions include, but are not limited to, text, writings, images, video, audio, photographs, graphics, comments, suggestions, or other materials.

1. User Representations Regarding Contributions

By creating or making available any Contributions, you represent and warrant that:

1.     7.1.1.The creation, distribution, transmission, public display, or performance of your Contributions does not and will not infringe any proprietary rights, including copyrights, patents, trademarks, trade secrets, or moral rights of any third party.
2.     7.1.2.You are the creator and owner of, or have the necessary licenses, rights, consents, releases, and permissions to use and authorize others, including Xley, to use your Contributions as contemplated by these Terms.
3.     7.1.3.Your Contributions are accurate, truthful, and do not contain false or misleading information.
4.     7.1.4.Your Contributions comply with all applicable laws, regulations, and rules.
5.     7.1.5.Your Contributions are not unauthorized advertising, spam, or promotional materials.
6.     7.1.6.Your Contributions are not obscene, defamatory, harassing, abusive, or otherwise objectionable, as determined by Xley.
7.     7.1.7.Your Contributions do not promote violence, discrimination, or unlawful activities.
8.     7.1.8.Your Contributions do not contain materials soliciting personal information from or exploiting minors.
9.     7.1.9.Your Contributions do not violate privacy or publicity rights of any third party.
10.     7.1.10.Your Contributions do not contain offensive language related to race, gender, religion, national origin, or other sensitive topics.

Failure to comply with these requirements may result in the removal of your Contributions and suspension or termination of your account.

1. Contribution License

By posting or sharing your Contributions on the platform, you automatically grant Xley an unrestricted, irrevocable, perpetual, non-exclusive, royalty-free, transferable, worldwide license to:

1. Use, reproduce, modify, publish, display, distribute, and transmit your Contributions.
2. Prepare derivative works from or incorporate your Contributions into other works for any purpose, including commercial, promotional, and advertising purposes.
3. Use your name, company name, and any trademarks or logos associated with your Contributions.

You retain ownership of your Contributions and any associated intellectual property rights, but you waive any claims against Xley regarding moral rights, attribution, or compensation for their use.

1. Guidelines for Reviews

Xley may provide areas for users to leave reviews or ratings. By posting a review, you agree to:

1. Have first-hand experience with the person or entity being reviewed.
2. Avoid using offensive, abusive, or discriminatory language.
3. Not post false, misleading, or defamatory statements.
4. Not reference illegal activities or promote harm.
5. Disclose affiliations with competitors if posting reviews.
6. Avoid organizing campaigns to influence reviews.

Xley reserves the right to remove, edit, or reject reviews at its sole discretion. Reviews do not represent the opinions of Xley, and we are not liable for any claims arising from user reviews.

1. Submissions

Any feedback, suggestions, ideas, or other information provided to Xley regarding the platform ("Submissions") are non-confidential and become the sole property of Xley. By providing Submissions, you:

1.     10.1.Assign all intellectual property rights associated with the Submissions to Xley.
2.     10.2.Waive any moral rights related to the Submissions.
3.     10.3.Acknowledge that Xley may use, reproduce, or distribute the Submissions without acknowledgment or compensation.

You warrant that the Submissions are original or that you have the rights to submit them and agree to indemnify Xley against any claims related to the Submissions.

1. Termination

Termination by Xley:

1.     11.1.Xley reserves the right to terminate or suspend your account, access to the platform, or any agreement between you and Xley, at its sole discretion, with or without prior notice, under the following circumstances:
   1.     11.1.1.Violation of these Terms and Conditions, policies, or guidelines.
   2.     11.1.2.Engagement in fraudulent, illegal, or unauthorized activities.
   3.     11.1.3.Failure to comply with payment obligations or misuse of the platform.
   4.     11.1.4.Actions that harm the reputation, functionality, or security of the platform or its users.

Termination by User:

1.     11.2.You may terminate your account or use of the platform at any time by providing written notice to Xley, provided that:
   1.     11.2.1.There are no ongoing projects, disputes, or financial obligations associated with your account.
   2.     11.2.2.All outstanding payments and deliverables have been completed and resolved.

Effect of Termination:

1.     11.3.Upon termination of your account:
   1.     11.3.1.Your access to the platform and its services will be immediately revoked.
   2.     11.3.2.Any pending payments or deliverables will be settled as per the agreed terms, subject to Xley’s dispute resolution process if applicable.
   3.     11.3.3.Xley retains the right to retain a copy of any user data or Contributions for compliance with legal obligations or platform policies.

1. Intellectual Property Rights
   1.     12.1.All rights, title, and interest in and to the content, data, or materials that you upload, submit, or provide to the Xley platform, including but not limited to text, images, videos, project details, or other user-generated content ("Your Content"), remain your exclusive property. By submitting Your Content, you represent and warrant that you own all necessary rights to Your Content or have obtained required permissions to use and share it on the platform.
   2. Xley retains all rights, title, and interest in and to the Xley platform, including its design, software, functionality, trademarks, service marks, copyrights, trade secrets, and proprietary content provided by Xley ("Xley Materials").
   3. Nothing in these Terms transfers or assigns ownership of the Xley Materials or platform to you.
   4. License to Your Content: By uploading or submitting Your Content to the platform, you grant Xley a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to:
      1.     12.4.1.Use, process, store, display, distribute, and otherwise make Your Content available solely for the purposes of providing and improving the platform’s functionality and related services.
      2.     12.4.2.This license is limited to the duration of your use of the platform and terminates upon deletion of Your Content or account, except where retention is necessary to comply with legal or regulatory obligations.
   5. License to Access the Xley Platform: Subject to your compliance with these Terms, Xley grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Xley platform and Xley Materials for your personal or business purposes as permitted under these Terms.
   6. This license does not grant you the right to:
      1.     12.6.1.Copy, modify, distribute, display, or perform any Xley Materials.
      2.     12.6.2.Create derivative works from the Xley platform or Xley Materials.
      3.     12.6.3.Use the platform or materials for any purpose not expressly authorized by these Terms.

1. Responsibility for Content and Links

Responsibility for Content

1.     13.1.To the fullest extent permitted by applicable law, your use of content on the Xley platform is at your sole risk. All content, whether publicly posted or privately transmitted, is the sole responsibility of the individual or entity providing it.
2. Xley does not endorse or guarantee the accuracy, reliability, completeness, usefulness, quality, or non-infringement of any content provided by third parties on the platform.
3. Xley reserves the right, at its sole discretion, to remove any content posted on the platform that it deems inappropriate, infringing, or in violation of these Terms and Conditions.
4. If you believe that material on the platform infringes your copyright, you must notify Xley with the following information:
   1.     13.4.1.An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
   2.     13.4.2.A description of the copyrighted work claimed to be infringed (or a representative list in the case of multiple infringements).
   3.     13.4.3.A description of the material claimed to be infringing and its location on the platform.
   4.     13.4.4.Your address, telephone number, and email address.
   5.     13.4.5.A statement, made in good faith, that the use of the material is not authorized by the copyright owner, its agent, or the law.
   6.     13.4.6.A statement, made under penalty of perjury, that the information in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
   7.     13.4.7.Notifications should be sent to:

By Mail: Legal Department, [email protected]

By Email: [email protected]

1. Links to Third-Party Websites
   1.     13.5.1.The Xley platform may contain links to external websites or resources provided by third parties. These links are provided solely for user convenience.
   2.     13.5.2.Xley does not control or monitor the content or functionality of linked websites and does not endorse or assume responsibility for the accuracy, legality, or reliability of their content, products, or services.
   3.     13.5.3.Xley shall not be liable for any damages or losses, direct or indirect, arising from your use of or reliance on software, content, goods, or services accessed through such linked websites.
   4.     13.5.4.Your use of third-party websites is at your own risk and subject to the terms, conditions, and privacy policies of those websites.
2. Limitation of Liability
   1.     13.6.1.Xley is not responsible for any changes, updates, or interruptions to third-party websites or services linked through the platform.
   2.     13.6.2.Xley disclaims all liability for any issues arising from your interaction with third-party content or resources, including technical difficulties, unauthorized access, or data loss.
   3.     13.6.3.You agree to hold Xley harmless from any liability related to third-party websites, services, or content accessed via the platform, including claims, damages, or losses resulting from such interactions.

1. Indemnity
   1.     14.1.You agree to indemnify, defend, and hold harmless Xley, its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, that arise out of or are related to your use of the Xley platform, Xley Materials, or related services. This includes any violations of these Terms and Conditions or applicable laws that occur during your use of the platform.
   2.     14.2.Your indemnification obligations extend to claims arising from Your Content, including allegations that it infringes or misappropriates the intellectual property rights, confidentiality rights, privacy rights, or other legal rights of any third party. Additionally, you agree to indemnify Xley for any claims related to your breach of applicable laws or regulations, as well as for any fraudulent activities, misrepresentations, or submission of false or misleading information on or through the platform, such as project proposals, content submissions, or payment claims.
   3.     14.3.Xley reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such cases, you agree to cooperate fully with Xley in asserting any available defenses and to provide requested information or documentation as necessary to resolve the matter effectively.
   4.     14.4.This indemnification obligation will survive the termination or expiration of these Terms and Conditions and your cessation of use of the platform. By using the Xley platform, you acknowledge your responsibility to protect the Indemnified Parties from any liabilities or claims arising from your actions, ensuring that you assume full accountability for any misuse or violations.

1. Advertisers
   1.     15.1.We provide advertisers with the ability to display advertisements and other promotional content in designated areas of the Xley platform, such as sidebar or banner advertisements. As an advertiser, you are solely responsible for the content of your advertisements, the services you offer, and any products sold through your advertisements on the platform.
   2.     15.2.By placing advertisements on the platform, you warrant and represent that you possess all necessary rights and authority to do so, including but not limited to intellectual property rights, publicity rights, and contractual rights. You further agree that your advertisements comply with all applicable laws, regulations, and these Terms and Conditions.
   3.     15.3.Advertisements are subject to the provisions of our Digital Millennium Copyright Act (“DMCA”) Notice and Policy. In the event of a DMCA takedown, advertisers acknowledge and agree that no refunds or compensation will be issued. Xley provides the platform and space for advertisements but does not endorse or have any additional relationship with advertisers beyond this arrangement.

1. Site Management
   1.     16.1.We reserve the right, but are not obligated, to monitor the Xley platform for compliance with these Terms and Conditions. In our sole discretion, we may take any of the following actions:
      1.     16.1.1.Monitor user activities to ensure compliance with the law and these Terms and Conditions.
      2.     16.1.2.Take appropriate legal action against users who violate the law or these Terms and Conditions, which may include reporting such users to law enforcement authorities.
      3.     16.1.3.Refuse, restrict, or limit access to any content or contributions that violate these Terms, are excessive in size, or place an undue burden on our systems.
      4.     16.1.4.Remove or disable files and content without prior notice or liability to ensure the proper functioning of the platform and protect our rights and property.
      5.     16.1.5.Otherwise manage the platform to promote a safe, secure, and functional environment for all users.

1. Governing Law and Disputes
   1.     17.1.Governing Law: These Terms and all matters arising under or related to them shall be governed by and construed in accordance with the laws of the Republic of India, without reference to its conflict of law principles. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in [Insert City], India. Both parties irrevocably submit to the jurisdiction of such courts.
   2.     17.2.Informal Resolution: In the event of a dispute, controversy, or claim arising out of or relating to these Terms, the parties shall first seek to resolve the matter through good faith negotiations. If the dispute remains unresolved after 30 days from the initial notice of the dispute, either party may escalate the matter to formal resolution as provided below.
   3.     17.3.Any claims or disputes arising out of or relating to these Terms, including any questions regarding their breach, termination, or validity, shall be settled through final and binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties. If the parties cannot agree, the arbitrator shall be appointed as per the provisions of the Act. The arbitration shall take place in Noida, Uttar Pradesh, India, and the language of the proceedings shall be English. Each party shall bear its own costs, and the arbitrator's decision shall be final and binding.

1. General
   1.     18.1.Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be made in writing and signed by the waiving party to be valid and enforceable.
   2.     18.2.Notices: All notices required under these Terms shall be sent to the other party either:
      1.     18.2.1.By email to the address provided by the recipient party, or
      2.     18.2.2.By registered post or courier to the address specified in these Terms.
         Notices sent via email shall be deemed delivered on the date of transmission, provided no delivery failure notification is received. Notices sent by registered post or courier shall be deemed delivered upon receipt.
   3.     18.3.Severability: If any provision of these Terms is deemed invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain valid and enforceable. The invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original.
   4.     18.4.Force Majeure: Neither party shall be liable for any delay or failure in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, labor strikes, cyberattacks, or other unforeseen events ("Force Majeure Events"). The affected party shall promptly notify the other of the Force Majeure Event and make commercially reasonable efforts to resume performance as soon as possible.
   5.     18.5.Compliance with Laws: Both parties agree to comply with all applicable laws and regulations, including but not limited to anti-corruption laws, data protection laws, and applicable export control regulations, in carrying out their obligations under these Terms.
   6.     18.6.Relationship Between the Parties: These Terms do not create any partnership, joint venture, or agency relationship between the parties. Neither party may bind the other or incur obligations on its behalf without prior written consent.
   7.     18.7.Assignment: Neither party may assign or transfer these Terms, in whole or in part, without the prior written consent of the other party, except in cases of a merger, acquisition, or sale of substantially all assets. Any attempted assignment without consent shall be void.