1. GENERAL INTRODUCTION

• Any use of the web-based software i.e. via website https://app.zepth.com and mobile application named “ZEPTH” (hereinafter jointly referred to as the “Portal”), owned and operated by Zepth Inc., a company incorporated as per the laws of United States of America having its registered office at 651 N Broad St, Suite 206, Middletown, DE 1970, United States of America (hereinafter referred to as “Zepth” or “us,” or “we”) is subject to these Terms of Use.
• For the purposes of these Terms of Use, the term ‘Users’ shall mean and include any person who registers to use or access the Portal via the registration process, thereby through creation of an account and subsequently agrees to the Terms of Use and Privacy Policy of Zepth and any other policies identified herein, which are incorporated by reference into these Terms of Use.
• For the purposes of these Terms of Use, the term ‘services’ shall mean SaaS-based (Software as a Service) services provided by Zepth through its Portal which shall include, but not be limited to pre-construction management, resource management, finance management, quality and safety management, document management, risk management and other similar or related services as included in the Portal.
• These Terms of Use are provided in an electronic format as prescribed under the applicable law of the State(s) and the amendments regarding documents preserved in electronic format. This Terms of Use is published in accordance with the provisions of applicable laws of the State(s), that provides for due diligence to be exercised for the access of usage of the Portal. These Terms of Use will govern the use of Portal by the Users.
• Downloading, installing, browsing or otherwise using/ accessing the Portal signifies acceptance of these Terms of Use as well as formal agreement to be legally bound by the same.
• These Terms of Use constitute the comprehensive terms and conditions for the use of the Portal. Any non-compliance with these Terms of Use may lead to disqualification from using the Portal and discontinuation of services offered by Zepth through its Portal.
• Zepth reserves all rights to alter these Terms of Use as it may deem fit in its sole and absolute discretion without any obligation of issuing prior notification. Any major change or revision in these Terms of Use will be posted on Zepth Portal along with the date when the modification was made.
• This document is an electronic record generated by a computer system and does not require any physical or digital signatures.
• Any changes made to these Terms of Use by Zepth will be effective immediately and any continued use of the Portal after such change constitutes acceptance of such changes.
• In order to use the Portal, agreement to these Terms of Use is the first step. The Terms of Use can be accepted by simply clicking on the space provided adjacent to “I Agree to Terms & Conditions”.
• The Portal must not be used in any manner in case there is non- acceptance of these Terms of Use or inability to be bound by them.

2. REGISTRATION PROCESS

• 2.1. The Users shall be entitled to use the Portal by registering on the Portal after furnishing all relevant information and making the requisite payment in order to avail the services as sought by Zepth. The Users who choose to register on the Portal and provide the requisite details, shall be responsible for maintaining the confidentiality of its username and password.
• 2.2. On successful registration, the Users will be able to access their own accounts by using the username and password chosen during the registration process. The Users shall solely be responsible for all activities that occur through their respective usernames and passwords.
• 2.3. Further, the Users agree, inter alia, to:
  1. Provide true, accurate, current and complete information as prompted by the Portal’s registration form while registering (such information being the “Registration Data”);
  2. Maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times;
  3. Immediately notifying the Portal of any unauthorized use of password or account or any other actual or suspected breach of security; and
  4. Ensure safe logging out from account at the end of each session.
  5. Not hold Zepth liable/responsible for third-party access to Users account that results from theft or misappropriation of the Users login credentials.
• 2.4. For the purposes of these Terms of Use, the term ‘Personally Identifiable Information’ or ‘PII’ shall mean and include any information or set of information, whether alone or in combination with other personal information gathered, processed, used or stored by Zepth which is sufficient to identify an individual.
• In relation to any PII being saved or processed, Zepth shall meet the requirements of applicable lawsand shall adopt the technical and organizational measures as industry standards which are necessary to secure the PII of the User.
• As the first step of the Registration process, the Website or Portal may require the followingPII to be provided, including without limitation to:
  1. Name (First and Last name);
  2. Email address;
  3. Mobile number;
  4. Upon collection, the above-mentioned information shall be subject to the Privacy Policy of the Portal.
• The Users shall be individually responsible for the accuracy and correctness of all such details/information provided during registration on the Portal. If Zepth has reason to doubt the correctness of any details/information furnished or in case any information furnished is found to be incorrect, false or misleading in nature or otherwise not in accordance with these Terms of Use, then Zepth shall be entitled to cancel or indefinitely suspend or block access to the Portal and refuse to provide access permanently or for such period as Zepth deems fit.
• Zepth shall not be liable for any loss or damage arising from failure of the Users to comply with these Terms of Use. Zepth shall
  not be liable for any unauthorized hacking of the Portal leading to leakage and misuse of PII.
• The Users shall not –
• select a username, mobile number, email address or any other personally identifiable information of any other person with the intent to impersonate that person; or
• use a name or contact details subject to any rights of any other person without appropriate authorization.
• In case a User does not adhere to the above conditions, Zepth reserves the right to refuse registration of or cancel registration of such User in its discretion.
• Internet Carrier or Internet Service Provider charges levied for the access/use of the Portal shall be borne by the Users themselves.
• Zepth Services on the Portal are payable and the fee for the same is provided thereto. In order to avail such services the Users shall be required to make the payment and submitting the necessary details following the procedure provided for the respective service module and entering into the user subscription agreement.

3. ELIGIBILITY CRITERIA

• Before making any use of the Portal, Users hereby represent and warrant to be at least sixteen (16) years of age or above and fully able and competent as defined under the applicable laws for Zepth to lawfully provide the Services to the Users without parental consent or the age of majority as defined in your country of residence (including the Use of PII as defined in this Terms of Use.) to understand and agree the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use.
• It is agreed that Zepth does not have the responsibility to ensure that Users conform to the aforesaid eligibility criteria. Zepth will not be responsible for any consequence that arises as a result of misuse of any kind of the Portal that may occur by virtue of any person including a minor. i.e. below the age of 16 years and.or as defined under the applicable law for Zepth to lawfully provide the Services to the Users , registering for using the Portal.
• The User shall not be already restricted by Zepth from using the Services.
• The User acknowledges and undertakes to have only one registered account with Zepth.
• The Users agree to not use and register/create an account with Zepth with false information and/or create an account on behalf of others as the same shall be construed as a violation of these Terms of Use.
• Only those Users who comply with all laws and regulations in force shall be eligible to register with Zepth, and the Portal shall be used only in compliance with these Terms of Use in a manner that does not violate Zepth legal rights.
• By viewing, navigating, downloading, registering or otherwise use of the Portal, the users, including but not limited to, Indian & International users, agree to comply with the provisions of these terms of use as well as the applicable laws of Delaware, USA.

4. PRIVACY POLICY

• Zepth shall be committed to ensuring that the information furnished, as a part of registration process mentioned above, is secure and no unauthorized access or disclosure takes place with respect to the same.
• Purpose of collecting PII: The major purposes for the collection of PII are listed below:
  1. For improving services offered and received using the Website;
  2. For keeping internal records;
  3. For market research purposes;
  4. For the purpose of enhancing User’s experience.
• In case Users change their mind and wish to discontinue sharing their PII, they may express such intention by mailing at support@zepth.com
• Zepth reserves the right at all times to disclose any information as may be required by law. This may include disclosure of information for investigation of an alleged illegal activity or its response to a lawful court order. To know more about the Company’s policy on collection and use of data, please go through our Privacy Policy

5. REGISTRATION OF THE USERS

• The Users will be required to register themselves on the Portal by providing information, including but not limited to:
  1. Name
  2. Age
  3. Date of Birth
  4. State of Residence
  5. Residential Address
  6. E-mail Address
  7. Phone/Mobile No. etc.
  8. Company details
• The Users may also be required to furnish additional information on the basis of his /her preferences to avail certain features of the Portal. This information shall include but not be limited to the following:
  1. Bank Account No.
  2. Credit/Debit Card No.
  3. Any other information that may be required in due time towards payment for services, if such services are chosen by the User.
• The Users shall solely and exclusively be responsible for providing his correct, accurate and up-to-date information on the Portal.
• The Users will be notified of their log-in credentials through e-mail on conclusion of his registration on the Portal.
• The Users will be given an option to change the password for his account on the Portal in case of loss or compromise of password.

6. SERVICES ON THE PORTAL

• The Users shall use the username and password created during the registration process for logging in to the Portal and using the same for services pertaining to construction project and management thereto.
• The registered Users shall have the access to various service modules as maybe provided by Zepth from time to time.
• The service modules for the chosen subscription plan shall be offered in the form of SaaS (Software as a Service).
• The Users hereby acknowledge and agree that none of the services or outcomes generated therefrom constitute any advice or recommendation and that Users hereby assume the sole responsibility for reviewing and determining the accuracy, the suitability of the service and outcome generated therefrom for their purposes and the conformity to the requirements of all laws applicable to Users.

7. PAYMENT OBLIGATIONS

• The Portal offers a varied range of subscription plans which is devised on the basis of business requirements which shall vary from User to User depending upon the Service selected by the User. Each subscription plan incorporates service modules based on the requirement of the registered Users. The fee for such subscription plans is disclosed prior to registration and charged as outlined in an applicable order form in an offline or online mode as maybe informed by Zepth from to time.
• The payment for the opted subscription plan may be made to Zepth by the registered Users through various modes like that of credit card, debit card, net banking through e-wallets bank accounts, credit/ debit cards, or other legally accepted modes of transactions.
• The information and/ or documents collected by Zepth from its registered Users shall be shared with these payment channels as applicable. Through these Terms of Use, the registered Users of Zepth gives its consent to share the said information and/ or document with the payment channels in order to complete the transaction as chosen by the registered Users.
• The registered Users through these Terms of Use accepts that the payment made in furtherance of availing a subscription plan is a pre-paid, non-refundable payment made to Zepth charged on monthly/ annual basis.
• In case the registered Users wish to discontinue with the services offered by Zepth prior to the completion of their subscription plan, they shall do so formally in writing and after duly communicating the same to Zepth.
• If the registered Users wish to upgrade the terms of their subscription plans, the same can be done after a communication regarding upgradation is made to Zepth and the registered Users makes the payment of the additional amount as per the upgraded subscription plan chosen by them.
• Zepth reserve a right to change the payment terms including but not limited to enhancement of fees at any time as per the requirement of Zepth. Zepth shall upon such change send an intimation to the User on its registered email id.

8. USE OF PORTAL

• In consideration of the subscription fee payable as mentioned above, Zepth grants to a non-exclusive, revocable, non-transferable license (with no right to sub-license), for use of the Portal in accordance to the terms of this Terms of Use.
• The registered Users agree that they shall be solely responsible for the content shared/ transmitted/ displayed/ uploaded by them in using the services offered through subscription plan opted offered on the Portal and opted by them.
• The registered Users represent and warrant that they have the right to upload the share/ transmit/ display/ upload their content over the Portal and that such use does not violate or infringe on any rights of any third party.
• Under no circumstances will Zepth be liable in any way for (a) any content that is shared/ transmitted/ displayed/ uploaded while using the Services, (b) errors or omissions in the content which is shared/ transmitted/ displayed/ uploaded, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to content.
• Zepth reserves the right to delete any content which may be shared/ transmitted/ displayed/ uploaded on the Portal, at any time without notice to the registered Users, in case the same violates any provision of this Agreement, or any applicable law.
• The registered Users give consent to Zepth to store and use recordings for any in respect of the content which has been shared/ transmitted/ displayed/ uploaded by the registered Users. It is clarified that all such Intellectual Property Rights in the content uploaded/shared by the User shall solely vest with Zepth.
• The registered Users acknowledge that Zepth are not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Portal and the responsibility pertaining to the same vests with the originator of such content.

h4>9. PROHIBITED USE

• The Users shall use the Portal solely for personal purposes for the specific construction project which was registered during subscription & registration and shall not in any manner in part or in whole, redistribute, resell, license, reproduce, republish, modify, copy, display, transmit or otherwise commercialize the services or the outcomes generated therefrom, including, without limitation, charging any fees for the same.
• The Users shall not decompile, reverse engineer, or disassemble the contents of the Portal or modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information/Services obtained from the use of the Portal.
• The Users shall not use the Portal in any way that is unlawful or harms the goodwill or reputation of Zepth.
• The Users shall not disclose information for which the User has not obtained prior written consent which includes but is not limited to confidential information of any third party etc.
• The Users shall not use the Portal in any way which:
  1. Interferes with another person’s use of the Portal;
  2. Makes or transmits electronic copies of materials protected by copyright without the permission of the owner, committing any act that amounts to the infringement of intellectual property or making available any material that infringes any intellectual property rights or other proprietary rights of anyone else;
  3. Transmits or makes available any material that contains viruses, trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines, code, files or such other programs that may harm the Portal, interests or rights of other Users or limit the functionality of any computer software, hardware or telecommunications;
  4. Uses the Portal in any manner that could damage, disable, overburden or impair any of the Zepth servers or the networks connected to any of the servers on which the Portal is hosted;
  5. Use the Portal for purposes that are not permitted by these Terms of Use or any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction.
  6. Override any security feature or bypass or circumvent any access controls or use that would limit the Services.
  7. Rent, lease, loan, trade, sell/resell, or otherwise monetize the Services or related data or access without obtaining Zepth’s consent.
  8. Solicit information from minors or harm or threaten to harm minors.
  9. Attack, threaten violence, stalk, harass, entice, harm or intimidate any other User, third party, individual, organization or engage in any other behavior that in Zepth’s opinion is threatening.
  10. Export or re-export the Services or any portion thereof in violation of any applicable export control laws and regulations.
  11. Implies or states that the Users are affiliated with or endorsed by Zepth without prior written consent of Zepth.

10. ACCESS

• The Users’ access to the Portal may be occasionally suspended or restricted for the purpose of repairs, maintenance, or the introduction of new facilities or services at any time without prior notice.
• There is no warranty, representation or guarantee that the Portal, or the use thereof will be uninterrupted, complete, accurate, current, reliable, error-free, secure, or that any problems will be corrected, or that any information, software or other material accessible from the Portal is free from viruses or other harmful components.
• Zepth does not warrant, guarantee or make any representation regarding the use of or the results arising from the use of the Portal either in terms of its compatibility with hardware or other software or equipment, and the Users must assume all responsibility and risk for use of the Portal its services, information.

11. BREACH

• Without limiting other remedies, Zepth may, at its sole discretion may limit activity of the User, immediately for temporary/ indefinite period or may suspend or terminate or block membership and/or refuse to provide access to the Website or Portal in the event, including but not limited to:
  1. Breach of the Terms of Use or any other rules and policies as displayed on the Website or Portal;
  2. If Zepth is unable to verify or authenticate the information furnished by the Users;
  3. In such circumstances wherein Zepth is of the opinion that there is a violation of any law(s) in force.
• The Users willing to use the Portal also agree that any breach of these Terms of Use or any other rules or policy as displayed on the Portal will constitute an unlawful and unfair business practice, and will cause irreparable harm to Zepth, for which monetary damages would normally be inadequate. In case payment of monetary damages is deemed adequate remedy in Zepth opinion, the Users consent to pay the same to Zepth, which shall not forestall the obtaining of any injunctive or equitable relief that Zepth deems necessary or appropriate in such circumstances. These remedies shall be in addition to any other remedies Zepth may have in law or in equity.
• If Zepth initiates any legal action as a result of any breach of these Terms of Use or any other rules or policy, Zepth shall also be entitled to recover all reasonable legal costs in respect of such action, in addition to any other relief available to Zepth under law.

12. WAIVER

In the event of any Breach of these Terms of Use by the User, the failure of the Company to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Failure of Zepth to exercise any power given to it hereunder or to insist upon strict compliance by User with any obligation or condition hereof shall not constitute as a waiver of any rights of Zepth hereunder.

13. INTELLECTUAL PROPERTY RIGHTS

• 13.1. Intellectual Property of Zepth includes, but is not limited to, innovations, improvements, processes, techni cal know-how, techniques, source code of Zepth, content made literary and artistic works,schematics, patents, proposed trade secrets, its trademarks, trade names, designs, patents and copyrighted works, notes, agreements/ contracts entered by the Company, formulas, in-house software, VPN etc. Intellectual Property of Zepth also extends to the content made available by Zepth to the Users.
• 13.2. Users agree and acknowledge that all intellectual property rights associated with the service provided on the Portal or the outcomes resulting therefore are the intellectual property of Zepth, including but not limited to all such rights in any and all copies, modifications, enhancements, upgrades, translations, derivatives thereto. Zepth reserves the right to take any legal recourse available for the protection of its Intellectual Property.
• 13.3. All intellectual property rights including trademarks & logos of Zepth and the Portal shall vest in Zepth and the Users shall not indulge in any act that construes such trademarks and logos of Zepth belong to the User.
• 13.4. Users shall not use, receive or copy any source code and look and feel of the Portal and shall not reverse engineer, disassemble or decompile, or otherwise attempt to derive source code of the Portal for any purpose whatsoever.
• 13.5. Access or use of the Portal does not confer and shall not be construed as conferring upon anyone the license to use Zepth Intellectual Property Rights.

14. COPYRIGHT NOTICE

• Reporting Claims of Copyright Infringement
  1. Zepth takes claims of copyright infringement seriously. Zepth will respond to notices of alleged copyright infringement that comply with applicable law. If the User believes any materials accessible on or from the Offerings infringe User’s copyright, the User may request removal of those materials (or access to them) from the Offerings by submitting written notification to Zepth’s Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice”) must include substantially the following:
     • Your physical or electronic signature
     • Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Offerings, a representative list of such works
     • Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material
     • Adequate information to allow us to contact you (including your name, postal address, telephone number, and, if available, email address)
     • A statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law
     • A statement that the information in the written notice is accurate
     • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner
     • DMCA Notices may be sent to Zepth’s designated Copyright Agent at: Copyright Agent:
     • If the User fails to comply with all the requirements of Section 512(c)(3) of the DMCA, the User’s DMCA Notice may not be effective.
     • 9 Please be aware that if the User knowingly materially misrepresent that material or activity on the Offerings is infringing the User’s copyright, the User may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
• Counter Notice
  1. If the User believes that a notice of copyright infringement has been improperly submitted against the User, the User may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. User may provide a written communication which contains:
     • Your physical or electronic signature;
     • Identification of the material removed or to which access has been disabled;
     • A statement under penalty of perjury that you have a good-faith belief that removal or disablement of the material was a mistake or that the material was misidentified; and
     • User’s full name, email address, mailing address, and a statement that the User consents to the jurisdiction of Delaware United States
     • Please submit your Counter-Notice to Zepth’s Copyright Agent at the address specified above.

15. THIRD PARTY INPUT

The Portal may contain links to third party websites or applications. By accessing such links, the Users shall be bound by the Terms of Use of such third-party website or applications. Zepth does not have any control over such third-party websites and does not warrant any use thereof. The Users agrees that the Zepth is not responsible or liable in any way with respect to the content of the third-party websites. It is further clarified that availability of third-party link/ content on the Website or Portal is not an endorsement of any sort by Zepth. The Users shall be solely responsible for any loss or damage of any sort incurred as a result of transactions with such third parties.

The Users are hereby informed that while accessing the Portal, Zepth and the Users might have to rely on information/ data / statistics provided by the third parties. The Users agree that Zepth relies on such input of data from third parties and that Zepth shall not be responsible or liable in any manner with respect to the accuracy, quality or any delay in accessing such data or the content/ data displayed by Zepth by relying on the information/ data / statistics provided by such third parties.

16. COMMUNICATION POLICY

• The User hereby agrees that Zepth may contact the User either electronically or through phone, to understand User interest in the selected services and to fulfil the demand of User or complete application of User for the services and to assist the User for customer servicing.
• The User further expressly agrees and authorizes Zepth and its partners, service providers, vendors and other third parties to contact the User for the purpose of offering or inviting the interest of User in availing other services offered by third parties, or for sending other marketing campaigns, offers, or any other information either on the Portal or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), WhatsApp or any other messaging service/mobile application or any other physical, electronic or digital means/mode.
• The User acknowledges that the User may receive regular updates, marketing, and other communications regarding new and existing services. The User can opt out of receiving promotional and marketing communications from us at any time by using the unsubscribe link in the email we send or by contacting at support@zepth.com.
• The User acknowledges and understands that certain Services allows the Users to publish (e.g., post, upload, or otherwise provide) publicly accessible content (“Public Content”) whereas other portions of the Services allows the Users to publish content that can only be viewed by Users with appropriate access permissions (‘Non-Public Content’) that the Users own or have the right to provide (and share) and the User thus grants to Zepth the licenses as mentioned below:
  1. Non-Public Content- The User hereby grants and warrants that the owner of such rights has expressly granted to Zepth and its sub processors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Non-Public Content for the purposes of providing and improving the Services.
  2. Public Content- The User hereby irrevocably grants and/or warrants that the owner of such rights has expressly granted Zepth a worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use the Public Content for any lawful purpose without any further consent, notice, or compensation to you or others. Zepth will own any derivative works it makes of Public Content. ZEPTH MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY PUBLIC CONTENT TRANSMITTED TO OR FROM THE OFFERINGS.
  3. The User acknowledges that any Public Content posted by the User via the Services is a public communication and shall not be construed as a private communication in any manner whatsoever.
     • User acknowledges and agrees that Zepth shall not be liable for the privacy of any of Users or any other third-party Public Content on the Services and specifically disclaims any liability resulting from such postings and communications, including any objectionable content.
• Usage Data- Zepth may collect, use, share, and otherwise process usage information or data related to or derived from the access or use of the Services (“Usage Data”). Examples of Usage Data includes but is not limited to information or data on user visits, user activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use. Except where you have expressly provided your written consent, Zepth will only disclose Usage Data if such data does not contain PII or any Non-Public Data.
• Feedback and Suggestions- By submitting suggestions or feedbacks regarding the Services to Zepth, the Users agree that Zepth can use and publically share such feedback for any purposes without compensation or attribution to the Users. The Users agree that Users will have no recourse against Zepth for any alleged or actual infringement or misappropriation of any proprietary right in any feedback or suggestion that the Users provide to Zepth.
• Advertising- Zepth has the right, without payment to the Users or others, to serve ads, paid content and other information near or in association with Users Content and information, and we enable search engines to make Public Content findable through their services.

17. TERMINATION/DELETION OF ACCOUNT

• The Users are solely responsible for properly deleting their account, by sending an email to support@zepth.com or Portal.
• All of the Users’ content will immediately be inaccessible from the Website and Portal upon deletion. This information cannot be recovered once it has been permanently deleted.
•  Zepth, in its sole discretion, has the right to suspend or terminate the User’s account in case of prolonged inactivity or misuse of the Portal which is a violation of any provision(s) of these Terms of Use or violation of any applicable law indefinitely or for a period that Zepth deems fit. Such termination will result in the deactivation or deletion of the Users’ account or access to the account, and the forfeiture and relinquishment of all content in the account. Zepth reserves the right to refuse service to anyone for any reason at any time.
• The following clauses shall survive the termination: Registration, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, Feedback and Suggestion and any other clause that would naturally survive by their nature.
•  Zepth shall have no liability in any manner whatsoever to any User related to or arising out of termination of access to the Services.

18. INDEMNIFICATION

The Users agree to indemnify, defend and hold harmless Zepth and its affiliates and their officers, directors, employees, contractors, agents, licensors, service providers, subcontractors and suppliers from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from the use of the Portal and any violation of these Terms of Use or any applicable law.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable laws, in no event shall Zepth be liable for any damages, loss, injury, claims, liability etc. resulting from any of the following:

• errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from access to and use of the services including the Portal;
• any unauthorized access to or use of our servers and/or any and all PII stored therein;
• any interruption or cessation of transmission to or from our servers;
• any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the services by any third party;
• any loss of data or content;
• any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the Users utilizing of any content posted, transmitted, or otherwise made available via the Portal, whether based on warranty, contract, tort, or any other legal theory;
• the disclosure of information pursuant to these terms or our Privacy Policy;
• The User’s failure to keep the password or account details secure and confidential;
• In no event shall Zepth or any indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, however caused and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
• Zepth does not make any warranties whatsoever concerning the service or any outcome therefrom, including without limitation, any warranty of merchantability or fitness for a particular purpose or use.

DISCLAIMER

THE USER AGREES AND UNDERSTANDS THAT ALTOUGHT ZEPTH HAS TAKEN ALL NECESSARY STEPS AND PRECAUTION, THE PORTAL IS PROVIDED BY ZEPTH ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ZEPTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL OR THE INFORMATION, CONTENT INCLUDED ON THE APPLICATION.THE USER EXPRESSLY AGREES THAT THE USER’s USE OF THE PORTAL IS AT USER’s SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ZEPTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. ZEPTH DO NOT WARRANT THAT THE PORTAL, ITS SERVERS, OR EMAIL/ OTHER COMMUNICATION SENT FROM THE PORTAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZEPTH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PORTAL, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.

ALL INTERACTION, COMMUNICATION, DEALING, OR TRANSACTION BETWEEN THE USER AND THE THIRD-PARTY PROVIDER IN RESPECT OF ANY PRODUCTS/SERVICES OFFERED BY THE THIRD-PARTY PROVIDER IS A SEPARATE AND INDEPENDENT TRANSACTION BETWEEN THE USER AND SUCH THIRD-PARTY PROVIDER WITHOUT ANY LIABILITY ACCRUING TO OR ON ZEPTH FOR ANY MATTERS ARISING OUT OF OR IN RELATION TO THE SAME. THE USER EXPRESSLY AGREES AND ACKNOWLEDGES TO HOLD HARMLESS, ZEPTH IN RESPECT OF ANY COST, CLAIMS, DAMAGE, LOSS OR EXPENSES ACCRUED, SUFFERED, INCURRED BY US OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH ANY SUCH COMMUNICATION, INTERACTION, DEALINGS AND TRANSACTIONS BETWEEN THE USER AND THIRD-PARTY PROVIDERS. THE USER ACKNOWLEDGES THAT ZEPTH DOES NOT HAVE ANY CONTROL OVER SUCH DEALINGS AND TRANSACTIONS AND PLAYS NO DETERMINATIVE ROLE IN THE PERFORMANCE IN RESPECT OF THE SAME  AND ZEPTH SHALL NOT BE LIABLE FOR THE OUTCOMES OF SUCH COMMUNICATION, INTERACTION, DEALINGS AND TRANSACTIONS BETWEEN THE USERS AND THE THIRD-PARTY PROVIDERS.

21. FORCE MAJEURE

The term force majeure shall include, but not be limited to fires, floods, acts of God or the public enemy, embargoes, wars (declared or undeclared), riots, lockdowns, pandemic civil commotion, interference by civil or military authorities, terrorist acts, Government actions, order(s) or request (s), including (without limitation) certification, clearance or other document, or any other cause or contingency beyond the control of Zepth in any of the aforesaid events. Zepth shall not be liable for failure to perform or any delay in performance of any of its services when and to extent that such failure or delay is due to force majeure.

22. DISPUTE RESOLUTION

• Where any dispute or disagreement arises between Zepth and the Users as to the interpretation or Portal of any of the terms, conditions, requirements or obligations under these Terms of Use or use of the Portal, such dispute or disagreement shall be amicably resolved vide mutual discussions.
• In cases of failure to resolve the dispute/ disagreement resolved within 30 days of such discussions the dispute shall be referred to and finally resolved through Arbitration by the American Arbitration Association (AAA) under its rules. .
• The language in which the arbitration shall be conducted shall be English.
• The seat and venue for arbitration shall be Delaware, United States of America.

23. GOVERNING LAW AND JURISDICTION

These Terms of Use shall be governed and construed in accordance with the laws of Delaware, United States of America, without regard to its conflict of law provisions and the Users willing to utilize the Portal hereby consents to the exclusive jurisdiction of courts in Delaware, United States of America in all disputes arising out of or relating to the use of the Portal. Use of the Portal is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including but without limitation to this paragraph.

24. ENTIRE AGREEMENT

These Terms of Use, together with the other guidelines, rules, terms, conditions and/or policies of the Portal, including the Privacy Policy and any other arrangement/agreement in relation the services, constitute the entire agreement between the User and Zepth and supersede all previous agreements, promises, proposals, representations, understandings and negotiations, whether written or oral, between the User and Zepth pertaining to the subject matter hereof.

25. SEVERABILITY

If any of the provisions of this Agreement or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

26. HEADINGS

Headings of the sections of these Terms of Use are inserted for convenience reasons only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the content of the respective sections

27. RELATIONSHIP OF THE COMPANY AND THE USER

None of the provisions of these Terms of Use shall be deemed to constitute a partnership or agency between the User and Zepth and the User shall have no authority to bind Zepth in any manner whatsoever.

28. TRANSLATIONS

Zepth may translate these Terms of Use into other languages for User convenience. Nevertheless, English version governs User’s relationship with Zepth, and any inconsistencies among the different versions will be resolved in favour of the English version.