Terms and Conditions

This document is an electronic record in terms of Information Technology Act, 2000, amendments thereof from time to time and the rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Please read the terms and conditions carefully before registering, accessing or using the Deskcount Services (defined below). The terms and conditions are legal contracts ("Agreement") between You and Arunarcis Solutions Private Limited (“Deskcount”) having its registered office at 928, JMD Megapolis, Sohna Road, Sector 48, Gurugram, Haryana 122018, India. You agree and acknowledge that you have read the terms and conditions set forth below. If you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not use the Services and/or immediately terminate the Services and/or uninstall the mobile application.

We may amend the terms and conditions at any time by posting an updated version at Deskcount website(s) and Deskcount App(s). The updated version of the Terms of Service shall take effect immediately upon posting. It is Your responsibility to review these Terms of Use periodically for updates / changes. Your continued use of Deskcount App following the posting of changes will mean that You accept and agree to the revisions including additional Terms or removal of portions of these Terms, modifications etc. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and avail the Services.

USING DESKCOUNT APP INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS OF USE, SO PLEASE READ THE TERMS OF USE CAREFULLY BEFORE PROCEEDING. By impliedly or expressly accepting these Terms of Use, You also accept and agree to be bound by Deskcount and Deskcount Entity Policies (including but not limited to Privacy Policy) available on the Deskcount website(s) and Deskcount App(s) as amended from time to time.

Definition “We”, “Us”, “Our” - shall refer to Deskcount and Deskcount Entities.

“You”, “Yours”, “Yourself”, “Deskcount User” - refers to any non-registered individual or corporate body, registered user of Deskcount and Deskcount Entities, including but not limited to Deskcount customers or Merchants.

“Deskcount App” - The mobile application(s), hosted by Deskcount and Deskcount Entities for providing Deskcount services to its users, including merchants and service providers and also includes any Services where it acts as an Intermediary.

“Deskcount Website” - Shall refer to www.Deskcount.com , which is registered by Deskcount and used as a medium to communicate and inform users of services provided by Deskcount and Deskcount Entities, not limited to its features, terms and conditions, Our contact details.

“Deskcount Entities” - shall mean group, affiliates, associates and subsidiaries of Deskcount.

‘Deskcount Platform” - Refers to any platform owned/subscribed/used by Deskcount Private Limited or any other Deskcount Entities not limited to websites, mobile applications, devices, URLs/links, notifications, chatbot, or any other communication medium used by Deskcount Entities to provide its services to its Users.

“Deskcount Services” - shall include all services extended / to be extended by Deskcount and Deskcount entity as a group including but not limited to showcasing ads, placing deals and discounts, cross-selling of products, wallet to maintain the services.

“Service Providers” – Refers to any individual, group of individuals defined under law whose services are used by Deskcount or Deskcount Entities to provide the intended Services to You through Deskcount Platform.

“Business Partners” – Shall refer to any individual, group of individuals defined under law with whom Deskcount or Deskcount Entities have a contractual relationship and not limited to Merchants, Advertisers, Deal partners, Financial institutions, switch interface partners

“Participating Platforms / Merchant Partners” - Websites and Platforms that accepts permitted Deskcount Services to make a payment against products or services offered by such platforms. “Terms of use”/”Terms and Conditions” - are interchangeably used and shall have the same meaning. Eligibility By accessing Deskcount Service and Deskcount Platforms, You represent that:- You are 16 years of age or older; You are capable of entering into a contract /legally binding agreement; You have the right, authority and capability to enter into this Agreement abiding by all the provisions of the “terms of use” of Deskcount Services. You are not barred or otherwise legally prohibited from accessing or using services of Deskcount or Deskcount Entities under the laws of India. You are not impersonating any person or entity, or falsely state your age or affiliation with any person or entity. Deskcount and Deskcount Entities shall reserve the right to terminate your contract to use Deskcount Platform in case of any incorrect representation of the above-mentioned conditions. The mandatory information and Officially valid document(s) “OVD”/ document details mentioned by you are true & correct and belong to You.

Terms of Service

Deskcount is a marketing tool Services to retailers (“Deskcount App”), which acts as a container to post latest offerings to the end-users. Deskcount is not a digital wallet to posses any transaction. The purpose of the wallet is to give benefits to the end-users. By using the Services, you acknowledge and agree that Deskcount is not a bank and the Services should in no way be construed as the provision of banking services. Deskcount Services Deskcount and Deskcount Entities provide services via Deskcount Platform. You further agree and acknowledge the terms of use of Deskcount Services provided on Deskcount Platform. Deskcount Account (“PA”) - Deskcount Account is the account that you create when you sign-up/register with Deskcount. This account allows you to access Deskcount Platform, browse through the Deskcount Service, create offerings to end-users and retailers are solely responsible for the offerings and discounts giving to the end-users. Deskcount is not responsible for the offerings or expiration of the deal. Retailers have to manage the offerings of the services including Heading, description, validity, discount (percentage or flat), Cashback (percentage or flat), images, location. Deskcount is not responsible for the offerings posted by the retailers. You can redeem your wallet via valid UPI ID. Deskcount will take 72 hours to decide for the payment and deskcount decision will be final in case of any dispute of users and retailers. Access to PA enables you to browse through Deskcount Services provided by Deskcount Entities and in order to avail, enroll or use any such Service you may need to additionally register for such services by providing some more information as required under the Terms of Use of such products/services. You further agree to Deskcount Privacy Policy as applicable for Deskcount and Deskcount Entities.

In order to avail Deskcount Services, you need a mobile, internet or any other supported device that meets the compatibility requirements of accessing Deskcount app and Deskcount website, which may change from time to time. Deskcount may further release updates to its application and You are required to update the Deskcount app as and when available for you, in order to continue availing Deskcount Services.

You agree that your mobile device, mobile service provider or any other services that you may avail from anybody to access Deskcount Platform, may incur charges and you are solely responsible for such charges, terms of use, fees as per your agreement with the third party.

Sign-Up / Registration

Once you sign-up on Deskcount, you are entitled to a Phone Account. You can also register with Deskcount from any third party merchant platform subject to certain conditions and limitations available on Deskcount website & application. Once registered with Deskcount, certain services may ask you for additional information in order or avail such service and may involve the creation of sub-accounts for availing such services. The device on which You download Deskcount App and use during registration shall become Your registered device and device details shall be stored by us. The moment You log into your Deskcount account from a different device using the Deskcount app, You will be asked to allow Deskcount to send an SMS from the new device, after which the new device becomes the registered device. You will not be able to access your Deskcount account using your previous device until you re-login and re-authorize yourself on that device. Your conduct on Website(s) and Application(s) In order to access Deskcount Services, you are required to provide information about yourself as part of the signup process, or as part of your ability to use services provided by Us. You agree that any information you provide will always be accurate, correct, and up to date and some services may require you to share additional information which might include your personal information, personal sensitive information. Your information management shall be as per Deskcount Privacy Policy . You shall promptly inform Deskcount of any unauthorized usage of your Deskcount Wallet or loss of mobile device and any other circumstances which may lead to unauthorized usage of your Deskcount Account. The responsibility of any transaction prior to intimation, will solely be on the registered User; You understand that while availing services offered by Merchants and your payment to merchants using any of Deskcount Services, you understand that we are not a party to the contract between you and the Merchant and act only as an Intermediary ( IT Act 2000). Deskcount does not endorse any advertiser or Merchant linked to its website or app. Furthermore, Deskcount is under no obligation to monitor the Merchant's service used by you; the Merchant alone will be responsible for all obligations under the contract including (without limitation) warranties or guarantees. Any dispute with or complaint against any Merchant must be directly resolved by you with the Merchant. It is clarified that Deskcount shall not be responsible or liable for any deficiency in goods and/or services purchased using Deskcount Wallet balance. You are instructed to satisfy yourself regarding the quality, quantity and fitness of any good and/or service before purchasing the same. You agree that in case any amount is transferred erroneously by You to any Merchant, Participating Platforms or any other person, Deskcount shall not be liable to refund such amount to You under any circumstances. You further agree that Any web-link on the website to a third-party site is not an endorsement of that web-link. By using or browsing any such other web-link, you shall be subject to the terms and conditions in each such web-link. You agree that if You provide any information that is incorrect, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is incorrect, inaccurate, not current or incomplete, or not in accordance with the this Terms of Use, We shall have the right to indefinitely suspend or terminate or block access Deskcount Platform and/or take necessary steps in accordance with applicable Law without any further notice. You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with your Deskcount account. Accordingly, you are responsible for all activities that occur under your account/is using your secure credentials and Deskcount shall not be liable for any such change or action performed by using your secure credentials on Deskcount Platform. Attempting to access Deskcount Platform using any other means apart from ones provided by Us is strictly prohibited and shall be deemed unauthorized access, whether attempted or accessed through any automated, unethical or unconventional means. Further you should not directly or indirectly engage in any activity using device, software or any routine process that disrupts or interferes with our ability to service you or any other user(s) on Deskcount Platform, including the servers and/or networks to which our resources are located or connected. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by You, as explained above, and may incur criminal or civil liability. You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual or digital process, to access, acquire, copy or monitor any portion of the Deskcount Platform or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Deskcount Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Deskcount Platform. You shall not probe, scan or test the vulnerability of the Deskcount Platform or any network connected to the Us, You may not reverse look-up, trace or seek to trace any information on any other User of or visitor to Deskcount Platform, or any other customer, including any account on the Deskcount Platform not owned by You, or exploit the Deskcount Platform or any Deskcount Service or information made available or offered by or through the Deskcount Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information, as provided for by the Deskcount Platform. You further agree that - In the event of any dispute, Deskcount records shall be binding as the conclusive evidence of the transactions carried out through use of Deskcount Services. Deskcount shall send all customer communications by SMS and/or email and they shall be deemed to have been received by You after they have been submitted for delivery to the SMS/email service providers. Agree to receive all commercial messages including transactional messages from Deskcount/ Merchant. To use the Deskcount Services in good faith and in compliance with all applicable laws and regulations. You would be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied by a Merchant or otherwise arising from online transactions. ensure that the Deskcount Services are not used for transactions in foreign currency unless permitted for any Deskcount Service.

Single Sign On (SSO) By registering and signing into Deskcount Account, We create an username and secure access credentials for You to access Deskcount services on Deskcount Platform and other participating platforms. For convenience, Deskcount creates Single Sign On Service (P-SSO), which helps you access Deskcount Services available on Deskcount Platform and other participating platforms. You understand that P-SSO will be used to register and access Deskcount Services and the credentials you share as part of the registration process would be owned and managed by Deskcount and will be shared with Deskcount Entities upon Your request or simply by accessing any Deskcount Services provided by them.

P-SSO, with your authorization can be used to access or register on the switch interface with “Switch Merchants”, However, your secure credentials would not be shared with any “Switch Merchants”. You can use your P-SSO in order to access your Deskcount Account or pay using permissible Deskcount Services on participating platforms without logging into your Deskcount App. You further agree that Deskcount shall share some limited information provided by you except your secure access credentials to participating platforms as necessary for P-SSO login at participating platforms. You shall not share the P-SSO credentials with any third party website, portal, person over any communication medium and you understand that your Deskcount account can be misused due to unauthorized disclosure of P-SSO. You hereby agree and acknowledge that in the event of non- compliance of the Terms of Use for usage and access to Single-Sign-On Services, Deskcount has the right to terminate Your access or access usage limits on Phone account and services without further notice. Third Party terms and conditions Deskcount and Deskcount Entities, may provide third party services via Deskcount Platform. You understand that We do not own those services and you may need to accept their respective terms and conditions, ane may require to share additional information in order to avail such products/services provided by third parties on Deskcount Platform Deskcount does not hold any Liability on the information collected from You by third party website or application and We cannot indemnify You for any third party actions.

Offers Deskcount or Deskcount Entities may invite you to participate in any offer from time to time. You agree that participating in such an offer is subject to your agreement to the respective offer terms and conditions. You also understand that the offers might be provided by third parties on Deskcount Platforms and you may require to agree to respective terms and conditions of third parties. You further agree that offers provided to any user may vary from user to user. Deskcount reserves the right to disqualify You from any offer in case you do not meet the eligibility criteria for such an offer or any other reasons thereof including but not limited to misuse of offer, misrepresentation, fraud or suspicious transactions/activities, including but not limited to PMLA directives or any at our sole discretion without further notice. Communication Deskcount and Deskcount entities may communicate with you on the contact information that you may have provided to Us during the course of your engagement, including but not limited to signup, transacting or availing any third party products or services on Deskcount Platform. We will send you communication alerts via emails or SMS or push notifications or via other progressive technology. You also agree that there can be disruption in communications due to factors that are not under Our control, including but not limited to Your Phone being switched off, incorrect email address, network interruptions. You agree not to hold Deskcount liable for non-delivery for any alert or any loss suffered by you due to delay, distortion or failure of communication. You further acknowledge that you are responsible for the contact details shared with Us and shall update us on any change on your contact details. You authorize Us to contact you and communicate with you for any Deskcount Service or Offer(s). We may use third party service providers to send alerts or communicate with you. You authorize Deskcount and Deskcount Entities to override the DND settings to reach out to you over calls, SMS, emails and any other mode of communication Intellectual Property Rights Intellectual Property Rights for the purpose of this Terms of Use shall always mean and include copyrights whether registered or not, patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs both industrial and layout, geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, abridged rights, translating rights, reproducing rights, performing rights, communicating rights, adapting rights, circulating rights, protected rights, joint rights, reciprocating rights, infringement rights. All those Intellectual Property rights arising as a result of domain names, internet or any other right available under applicable law shall vest in the domain of Deskcount or Deskcount entities as the owner of such domain name. The Parties hereto agree and confirm that no part of any Intellectual Property rights mentioned hereinabove is transferred in the name of User and any intellectual property rights arising as a result of these presents shall also be in the absolute ownership, possession and Our control or control of its licensors, as the case may be.

All material on this Deskcount website and mobile application, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights of Deskcount, Deskcount Entities or Business Partners. Material on Website is solely for Your personal, non-commercial use. You must not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by email or other electronic means and whether directly or indirectly and You must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other platform or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Use of Group Companies: You understand and agree that Deskcount and Deskcount Entities reserve the right to use the services of themselves to provide any of the mentioned Deskcount Services to you within Deskcount Platforms. Termination You agree that Deskcount at its sole discretion may terminate your contract without prior notice and restrict your access to Deskcount application if We determine that You have violated the terms of use and You consent that in case Deskcount suffers losses, not limited to monetary losses, due to Your actions, We can take injunctive relief or any other legal action as deemed necessary within the said circumstances and Deskcount is not liable for any loss to You due to termination. Limitation of Liability Financial and non-financial transactions performed by You on Deskcount Platform is always processed by You or under Your exclusive authorization. In no event will Deskcount be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the Services, however caused and whether arising in contract, tort, negligence, warranty or otherwise, exceed the amount paid by You for using the Services giving rise to the cause of action or Rupees One Hundred (Rs. 200) whichever is less. Indemnification You shall indemnify and hold harmless Deskcount, Deskcount Entities, its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of Your breach of this Terms of Use, privacy Policy and other Policies, or Your violation of any law, rules or regulations or the rights (including infringement of intellectual property rights) of a third party.

Force Majeure A Force Majeure Event shall mean any event that is beyond the reasonable control of the Deskcount and shall include but not limited to war, riots, fire, flood, acts of God, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, Pandemic, computer hacking, unauthorized access to computer data and storage devices, computer crashes ,acts of state, governmental, legal or regulatory actions prohibiting or impeding Deskcount Entities from performing its respective obligations under the contract. Dispute, Governing Law & Jurisdiction This Agreement and the rights and obligations thereunder and the relations of the parties and all matters arising under or in connection with this Terms of Use, including the construction, validity, performance or termination thereunder, shall be governed by and construed in accordance with the laws of the Republic of India. Subject to and without prejudice to the amicable settlement, the courts in Delhi, New Delhi shall have exclusive jurisdiction to try and adjudicate all matters arising in connection with your use of the Deskcount Services /PA or other matters covered herein. Disputes or differences or concerns if any should be raised within 30 days of happening or non-happening of an event related to Deskcount Services, except in case of unauthorised transactions on Your Deskcount Wallet/eGV, which shall be reported by You as soon as You identify the issue and investigation for such disputes is subject to terms of use of Deskcount PPI (“Deskcount Wallet”/”eGV”) Disclaimers As part of this continual innovation and improvement, we sometimes may add or remove features and functionalities, increase, or decrease limits to our Deskcount Services, start offering new services or stop offering old ones on Deskcount Platforms. Such offering can also be due to discontinuation of any service or offering on Deskcount Platform by third party service providers or business partners. We may record or monitor Our conventions with You for records and monitoring quality of our conversations. Any content downloaded or otherwise obtained through the use of our Platform is done at your own discretion and risk, and We cannot confirm that such documents or contents are error or virus free and You understand and acknowledge that you are solely responsible for any damage to your devices, for any loss of data that may result from the download of such contents. Deskcount and third-party partners make no warranty, express or implied regarding the quality of Services including but not limited to: the Services will meet your requirements; the Services will be uninterrupted, timely or error free; or any products, information or material obtained by You in connection with the services will meet Your requirements. Except as expressly provided herein and to the full extent permitted by law, the Deskcount Services are provided "as is", "as available" and "with all faults". All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded. It is Your responsibility to evaluate the accuracy, completeness and usefulness of the Deskcount Services and other information provided by Deskcount or generally available. We do not authorize anyone to make any warranty on our behalf and You should not rely on any such statement. If you have a dispute with other parties, you release Deskcount (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Deskcount Errors

We will rectify any error that we discover. If the error results in your receipt of less than the correct amount to which you are entitled, Deskcount may credit your account for the difference. If the error results in your receipt of more than the correct amount to which you are entitled, Deskcount may debit the extra funds from your account.

User Errors

If you erroneously send a payment to the wrong party, or send a payment for the wrong amount (for instance a typographical error at your end) your only recourse will be to contact the party to whom you have sent the payment and ask them to refund the amount. Deskcount will not reimburse you or reverse a payment that you have erroneously made.

No Refunds

All payments on Deskcount for recharge or redeem of wallet cannot be refunded/ returned or cancelled once initiated. Indemnification You agree to indemnify and hold Deskcount, its affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use or misuse of the Services or from your breach of the Terms of use of the Services. Deskcount reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Deskcount including right to settle, and you agree to co-operate with Deskcount defense and settlement of these claims. Deskcount shall use reasonable efforts to notify You of any claim, action or proceeding brought by a third party that is subject to the aforesaid indemnification.

Amendment

We will send notice of any change to You that involves an increase in fees or liability for You ("Material Change"), to the registered email address, and that Material Change will be effective 15 days from the earlier of posting it to our Website or otherwise communicating it to You. You will be deemed to accept any Material Change if you use the Website or Services after the 15-day notice period. We may make Material Changes without prior notice if immediate changes are necessary for security reasons.

Intellectual Property Rights

Intellectual Property Rights for the purpose of this Terms of Use shall always mean and include copyrights whether registered or not, patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs both industrial and layout, geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, abridged rights, translating rights, reproducing rights, performing rights, communicating rights, adapting rights, circulating rights, protected rights, joint rights, reciprocating rights, infringement rights. All those Intellectual Property rights arising as a result of domain names, internet or any other right available under applicable law shall vest in the domain of Deskcount as the owner of such domain name. The Parties hereto agree and confirm that no part of any Intellectual Property rights mentioned hereinabove is transferred in the name of User and any intellectual property rights arising as a result of these presents shall also be in the absolute ownership, possession and Our control or control of its licensors, as the case may be.

Trademark, Copyright and Restriction

All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights. Material on Website is solely for Your personal, non-commercial use. You must not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by email or other electronic means and whether directly or indirectly and You must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other platform or networked computer environment or use of the materials for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which You receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.

Limitation of Liability

IN NO EVENT SHALL DESKCOUNT OR ITS AFFILIATED COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR ANY RELATED PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR RELATING TO THESE TERM OF USE. TO THE EXTENT PERMITTED BY LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER LIABILITY ARISES DUE TO NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, VIOLATION OF STATUTE, MISREPRESENTATION OR FOR ANY OTHER REASON) WHATSOEVER WILL AT ALL TIMES BE LIMITED TO INR TWO HUNDRED (INR 200).

Suspension or Breakdown of Systems

If You are unable to use the Services as a result of improper operation of the systems due to any of the following reasons, You agree you will not hold Deskcount and our affiliates liable for: System suspension which has been announced by Deskcount in advance through any mode of communication; Failure in data transmission due to breakdown in the telecommunications equipment and systems; Failure in system operations due to breakdown resulting from typhoon, earthquake, tsunami, flood, electricity blackout, war, terrorist attack, and other force majeure events which are beyond our reasonable control; or The Services are interrupted or delayed due to hacking, authority, website upgrade, banks, and other reasons.

Dispute Resolution; Governing Law; Jurisdiction

Dispute Resolution If any dispute or difference of any kind whatsoever shall arise between the parties in connection with or arising out of the us of the Services (whether before or after the termination or breach of this Agreement) the concerned representatives of the parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute. In the event no amicable resolution or settlement is reached within a period of thirty (30) days, such dispute or difference shall be referred to a mutually acceptance single arbitrator or, upon the failure of the parties to agree upon a single arbitrator, within a period of ten (10) days, each party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator under the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be held at Bangalore. The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the parties of their respective obligations under this Agreement. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. Notwithstanding anything contained herein, the parties shall have a right to institute legal proceedings to prevent any continuing breach and to seek an injunctive or any other specific relief.

Jurisdiction

Subject to the above clause, the Courts of Delhi, New Delhi, alone shall have the jurisdiction to try and adjudicate all suits, legal proceedings, etc. arising out of this Agreement.

Governing Law

This Agreement and the rights and obligations thereunder and the relations of the parties and all matters arising under or in connection with this Agreement, including the construction, validity, performance or termination thereunder, shall be governed by and construed in accordance with the laws of the Republic of India. Disclaimer You agree that all risks arising from online transactions will be borne by You. Deskcount and third party partners make no warranty, express or implied regarding the quality of Services including but not limited to: i) the Services will meet your requirements; II) the Services will be uninterrupted, timely or error free; or III) any products, information or material obtained by You in connection with the services will meet Your requirements. Except as expressly provided herein and to the full extent permitted by law, the Services are provided "as is", "as available" and "with all faults". All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded. It is Your responsibility to evaluate the accuracy, completeness and usefulness of the Services and other information provided by Deskcount or generally available. We do not authorise anyone to make any warranty on our behalf and You should not rely on any such statement. In no event will Deskcount be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from the use of or inability to use the Services, however caused and whether arising in contract, tort, negligence, warranty or otherwise, exceed the amount paid by You for using the Services giving rise to the cause of action or Rupees Two Hundred (Rs. 200) whichever is less. If you have a dispute with other parties, you release Deskcount (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

General Provisions

If any provision of this Agreement is held to be invalid or otherwise unenforceable, then that provision shall be deleted and the remaining provisions shall remain valid and enforceable. Headings are for convenience purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by Deskcount to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing. Deskcount shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Deskcount may delegate certain of Deskcount rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity without our prior written consent which may be withheld at our sole discretion. If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. Terms of Use of Switch When you opt to use third party Apps ("Partner Apps") hosted on Deskcount Switch and login to the Partner App upon being redirected from the Deskcount App you understand that your use of the Partner App as well your purchase of products and services on the Partner App shall be governed by the respective Partners Apps' Terms & Conditions. While using any of the Partner Apps, you might see a prompt mentioning that the concerned third party Partner is requesting for users' personal details, to enable one-click login. Upon clicking on the 'Login' button on the Partner App, you explicitly provide consent to Deskcount sharing your details with the Partner. Once you consent to this, you would be registered as a customer/user of the concerned Partner App and you are required to review the Partner's Terms and Conditions to understand how it uses and processes your personal information. Deskcount's responsibility in relation to your use of Deskcount Switch shall be limited to processing your payments and settling to the third Party merchant. Deskcount shall bear no responsibility or liability whatsoever in respect of any matter arising from or in connection with products and/or services provided by the third party Partner. You shall direct any dispute or complaint in respect of the products and/or services to the relevant third party merchant. Additional Terms with respect to the specific promotional offer/campaign shall apply in addition to these Terms and Conditions. Other Terms: All other terms including terms such as User Registration, Privacy, User Responsibilities, Indemnification, Governing Law, Liability, Intellectual Property, Confidentiality and General Provisions etc. are deemed to be incorporated into these Terms of Use by reference to the General Terms. All other terms including terms such as User Registration, Privacy, User Responsibilities, Indemnification, Governing Law, Liability, Intellectual Property, Confidentiality and General Provisions etc. are deemed to be incorporated into these Terms of Use by reference to the General Terms.