Definition

In this agreement unless repugnant to the context the following terms shall have the respective meanings as under

"Confidential Information" shall have the meaning ascribed to in Clause 12.1;

"Cure Period" shall have the meaning ascribed to it in Clause 6.1;

"Disclosing Party" shall have the meaning ascribed to it in Clause 12.1;

"End User" shall mean the user contracting with the Owner for the purpose of purchasing equipment or availing services listed on the Website;

"Equipment" shall mean all kinds of electrical, construction material, article used in the construction industry including interior design articles for furnishing any house, office, building etc;

"General Terms and Conditions" shall mean the terms and conditions of service mentioned on the Website applicable to any user including owner of the Website.

"Website" shall have the mean website, www.redbracket.in an internet based content platform of Architect, Engineers, Interior Designers, Product designers, manufacturer vendors, contractors builders and end users owned by A.I.P.L in which various products and services relating to the construction industry are listed by owners of such products or provider of such services whereby end users are given a common industry specific platform for listing of all products and services to be acquired or availed from owners.

Term

2.1 This Agreement will commence on the Effective Date and shall be in force until the termination of this Agreement in accordance with Clause 7 ("Listing Term").

Rights and Obligation

3.1 The General Terms and Conditions of the Website by reference shall be construed to be a part and parcel of this Agreement which the Owner shall abide by at all times. Subject to the provisions of this Agreement RDPL subject to pre-scrutiny of the content for listing shall allow the Owner the right to list the equipment or services on the Website.

3.2 The Owner agrees that RDPL and its Website is an aggregator of information relating to products and services relating to construction industry and RDPL shall be listing products and services relying upon the representation of the Owner for which the Owner shall at all times indemnify RDPL its employees, directors, agents from any direct or indirect claim raised by any third party including all direct and incidental cost incurred or to be incurred by RDPL for defending or litigating such claim with such party.

3.3 The Owner acknowledges and agrees that RDPL does not have a role to play in the actual and effective success of any transaction/ proposed transaction that the Owner enters into with the End User.

3.4 The Owner acknowledges and agrees and warrants to RDPL that

It shall list the Equipment and/or services offered and provided by it on the Website only for the purpose of marketing its products and services and negotiating with any prospective end user to acquire or avail such Equipment or services. The Owner hereby warrants to RDPL that the equipment so listed or the services held out shall at all times be true and correct representation with due authority of the manufacturer of products without any material fact being withheld and such representation being not in violation of any applicable law or regulation.

It shall be at all times be responsible for the quality, intended purpose, safety, quality including nature and standard of equipment or services listed on the website and discharges RDPL from any responsibility arising therefrom as RDPL does not have any control over the same.

RDPL shall not be responsible for trustworthiness or financial antecedent of the end user and the website is available for access by any user. In the event of a dispute between the Owner and the End User, RDPL will have no liability or obligation whatsoever and it will be the Owner and the End User to resolve such disputes amongst them without any reference to RDPL. RDPL its affiliate and associates would have right to use the listing of products and services for marketing and allied services for promoting the website without any further authority or payment to owner.

Fees

4.1 It is agreed between the parties that listing the equipment and/or the services on the website by the Owner shall be subject to the following fees being paid regularly with in 7 days the amount fell due and payable. The fees shall be in accordance with the plan offered by A.I.P.L from time to time the acceptance of which and payment in lieu thereof shall constitute a part and parcel of commercial terms of listing between the parties hereto.

4.2 In the event the Owner fails to pay the fees above notwithstanding the claim for recovery of the amount due RDPL shall be entitled to delist the products or services of the Owner from the Website.

Risk

5.1 The Owner assumes all risk of loss, damage, theft, or destruction of the equipment or services or loss and/ liability arising due to any reason, including but not limited to the delivery of the equipment or provision of services to the End User or any misrepresentation made to any End User through the Website in relation to the Equipment or services offered otherwise (Risk). No such Risk, in whole or in part, shall impair the obligations of the Owner under this Agreement, all of which shall continue in full force and effect.

Representation and Warranties of Owner

6.1 The Owner represents and warrants to A.I.P.L that:

(i) The Owner is a legal entity duly incorporated or registered and is capable of entering into a contract in accordance with the laws of India.

(ii) The equipment and services listed on the Website are with due authority and represents true and correct fact relating to the quality, intended use and utility and that the Owner has not suppressed any material fact to mislead any end user;

(iii) The Owner has the lawful right to provide the equipment or services offered in accordance with the terms of this Agreement and the General Terms and Conditions of the Website.

(iv) The Owner shall always be in compliance with the applicable rules under the Information Technology Act, 2000 and shall not host, display, upload, modify, publish, transmit, update or share any information that:

Belongs to any other person and to which the Owner does not have a right;

Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever or harms minors in any way;

Infringes any patents, trademark, copyright or other proprietary rights;

(e) Violates any law for the time being in force;

(f) Deceives or misleads the End User about the origin of such message or communicates any information which is grossly offensive or menacing in nature;

(g) Impersonates another person;

(h) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(i) Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

(vi)The Owner shall always use the Website in accordance with the General Terms and Conditions.

(vii) All intellectual property, including but not limited to the trademarks, copyrights, design, patents, in relation to any and all elements of the Website are owned by RDPL and the Owner will not claim any right over any such property.

Permissible Use

7.1 The Owner shall not use the Website in any manner that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website.

7.2 The Owner shall not use the Website in any manner that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

7.3 The Owner shall not use the Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus or any other malicious computer software or tool.

7.4 The Owner shall not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Website without express written consent obtained from RDPL.

Indemnity

8.1 The Owner agrees to protect, defend and hold RDPL and its owners, officers, directors, employees, affiliated companies, and licensees ("Indemnified Parties") harmless against any and all losses or damage or claim that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Owner pursuant to this Agreement.

8.2 The Owner agrees to protect, defend and hold the Indemnified Parties harmless against any and all losses or damage that arise out of, result from, or may be payable by virtue of any claim by any third party or user against RDPL.

8.3 Owner hereby assumes all liability to any person arising from, condition, or use of equipment, or availing services and shall indemnify and does indemnify the Indemnified Parties of and from all liability, claims, and demands whatsoever arising from condition, or use of Equipment or services by any End User.

Limitation of liability

9.1 It is hereby agreed between the Parties that in no event shall RDPL be liable whether in an equitable, legal, or common law action arising hereunder for contract, strict liability, indemnity, product liability, tort (including negligence), or otherwise, for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind and however caused by the Owner’s use of the Website or arising in relation to the Equipment offered or services provided by the Owner including, but not limited to, business interruption or loss of profits, business opportunities, or goodwill arising hereunder or out of the use of the Equipment or availing of services by any end user even if notified of the possibility of such damage. The OWNER hereby assumes all liability arising out of or in connection to the listing of equipment and offer of services in the Website and or its use by any prospective end user.

Governing Law and Dispute Resolution

10.1 This Agreement shall be governed by and construed and enforced in accordance with laws of Republic of India. In the event any dispute arises under this Agreement or the terms of use between the parties hereto and is not resolved amicable within 7 days of intimation by a party to the other, such dispute shall be referred to arbitration under Arbitration and Conciliation Act 1996 by a sole arbitrator mutually appointed by the parties who shall enter appearance and decide the dispute in a summery proceeding in accordance with Section 29-B of the Arbitration and Conciliation Act 1996 and pass an award in the matter within 30 days of his nomination which shall be binding to the parties. The venue of arbitration shall be in the city of Ahmedabad.

10.2 Subject to clause 10.1 above, the principal civil court in the city of Ahmedabad, India shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement.

Confidentiality

11.1 The Owner (Receiving Party) shall treat (a) all information (written or oral) that it shall have obtained or received as a result of entering into or implementation of this Agreement; (b) the terms of this Agreement; and (c) any and all information, data and documents (in whatever form) disclosed to it by any RDPL and/or its Affiliates (Disclosing Party) from time to time prior to and during the Listing Term, including such information relating to the Disclosing Party and/or its Affiliates, their business operations or any dispute under this Agreement (Confidential Information) as strictly confidential and shall exercise a high degree of care to prevent the unauthorized dissemination, disclosure or use by it, other than is strictly provided herein, of any Confidential Information. The Receiving Party shall instruct and cause its employees, agents, representatives and contractors to maintain confidentiality of all Confidential Information.

11.2 Confidential Information shall not include information which

(a) Is, or becomes, publicly known, through no wrongful act of the Receiving Party, or any Affiliate, agent, consultant or employee of the Receiving Party;

(b) Was obtained by the Receiving Party from a third party with no known duty to maintain its confidentiality;

(c) Is approved for release by written authorisation of the Disclosing Party, provided the Disclosing Party has the necessary authority to release the Confidential Information;

(d) Was properly in the Receiving Party's possession prior to disclosure thereof; or

Was developed independently by the Receiving Party and the Receiving Party can prove that it was so developed.

11.3 The Receiving Party may disclose Confidential Information

(a) To any of its employees, management, Affiliates and agents, and so far as its advisors and consultants are concerned, to the extent their function requires them to have the Confidential Information;

(b) In the course of legal proceedings, or to a Government Authority, or to any regulatory authority or other governmental body of any other country, or if required pursuant to any securities regulations (including securities regulations of any country to which a Party or its Affiliates may be subject to), or if such disclosure is necessary pursuant to applicable laws by which any Party is bound; or

(c) If it is required to be disclosed by the Receiving Party pursuant to the requirement of any stock exchange on which the shares of the Receiving Party (or any of its Affiliates) are listed.

11.4 In all such cases where disclosure is made under Clause 11 (except 11.3(a)) of this Agreement, the Receiving Party shall provide written notice to the Disclosing Party in advance of making such disclosure as reasonably possible, if permitted by applicable law, and shall use best efforts to ensure that such disclosure is accorded confidential treatment and also to enable the Disclosing Party to seek a protective order or other appropriate remedy.

11.5 The provisions of this Clause 11 shall apply throughout the term of this Agreement and for the period of 3 (three) years following its termination.

11.6 The Receiving Party shall, upon the termination of this Agreement, promptly deliver to Disclosing Party all Confidential Information and copies thereof, in whatever form, in its possession or under its direct or indirect control unless instructed by the Disclosing Party to destroy all such Confidential Information and promptly certify such destruction to the satisfaction of the Disclosing Party.

Miscellaneous

12.1 Relationship

(a) No provision of this Agreement shall be deemed to constitute a partnership or joint venture between the Parties.

(b) No provision of this Agreement shall constitute a Party as the legal representative or agent of the others, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, or in the name of, or on behalf of any other Party.

(c) No person employed by a Party for the performance of its obligations under this Agreement shall be deemed to be an employee of any other Party. Each Party shall be responsible for the payment of all salaries, employment benefits, etc. with respect to all persons engaged by it for the performance of any obligations under this Agreement and such person shall not be entitled to any salary benefit or any other claim whatsoever from or against any other Party.

12.2 Severability

(a) The provisions contained in each Clause of this Agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

(b) In the event any provision of this Agreement is void but would be valid if some part of the provision were deleted, the said provision will be substituted with a valid, legal and enforceable substitute provision.

12.3 Amendments

RDPL may revise the terms and conditions in this Agreement and the General Terms and Conditions from time-to-time without prior intimation to the Owner. Revised terms and conditions of this Agreement and the General Terms and Conditions will apply to the use of the Website from the date of the publication on the Website of the revised terms and conditions of this Agreement and the General Terms and Conditions.

12.4 Assignment

RDPL may transfer, sub-contract or otherwise deal with RDPL's rights and/or obligations including its rights and obligations under this Agreement and in connection with the Website without notifying the Owner. The Owner shall not transfer, sub-contract or otherwise transmit its rights and/or obligations under this Agreement to any third party.

12.5 Waiver

Each of the rights of RDPL under this Agreement are independent, and without prejudice to all other rights available to it, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of RDPL, whether under this Agreement or otherwise. Any waiver in relation to this Agreement shall be effective only if it is made in writing by RDPL.

I agree to the terms and conditions of the Agreement above and I have gone through the same in detail and understand the consequence of the breach of the same.