THE TERMS OF USE

1. Acceptance of the Terms of Use

   Welcome to www.metaagrow.com ("Service" or "Site” or “Website”), which is owned and operated by Synccit Solutions Private Limited, a Private Limited Company incorporated under the under the Companies Act, 2013 and having its corporate office at Chintamani Plaza, 423, B Wing, Andheri - Kurla Rd, Chakala, Andheri East, Mumbai, Maharashtra 400099 India (hereinafter referred to as "Metaagrow" , "we", or "us"). We can be contacted at [email protected].

   Your access or use of the Website and/or the online application suite (“Metaagrow Platform” or ”Application”) or that Metaagrow otherwise provides or makes accessible to you and the seats (being the named individual users of the Services) that you nominate at the location and/or premises selected by you at the time of signing up for the Subscription Service (“End Users”), transaction on the Website and/or Application and use of products and services (“Services”) hosted or managed remotely through cloud servers, are governed by the following terms and conditions (hereinafter referred to as the “Terms of Use”), including the applicable policies which are incorporated herein by way of reference. These Terms of Use constitutes a legal and binding contract between you (hereinafter referred to as “You” or “Your” or the “User” and/or “End User”) on one part and Metaagrow on the other Part. “You” also means the entity you representing accepting these Terms of Use or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms of Use; (ii) you have read and understand these Terms of Use; and (iii) you agree to these Terms of Use on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not use the Services provided by Us.

   These Terms of Use becomes binding on the date that Metaagrow accepts your request to avail the Services ( “Order” ) or first makes the Services available to you, whichever is earlier ( “Commencement Date” ).

   PLEASE NOTE THAT IF YOU SIGN UP USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS OF USE, AND (C) THE WORD “YOU” IN THESE TERMS OF USE WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

   By accessing, browsing or in any way transacting on the Website and/or Application, or availing any Services, You signify Your agreement to be bound by these Terms of Use. Further, by impliedly or expressly accepting these Terms of Use, you also accept and agree to be bound by Our policies, including the Privacy Policy, GDPR, Cookie Policy, Security Policy and such other rules, guidelines, policies, terms and conditions as are relevant under the applicable law(s) in India for the purposes of accessing, browsing or transacting on the Website and/or Application, or availing any of the Services, and such rules, guidelines, policies, terms and conditions shall be deemed to be incorporated into, and considered as part and parcel of these Terms of Use. However, if You navigate away from the Website and/or Application to a third party website/application, You may be subject to alternative terms and conditions of use and privacy policy, as may be specified on such website. In such event, the terms and conditions of use and privacy policy applicable to that website will govern Your use of that website and that under no circumstance shall Metaagrow be responsible for any harm and/or loss caused to you on account of your use of such website and/or application.

   We reserve the right to change or modify these Terms of Use or any policy or guideline of the Website and/or Application including but not limited to the Privacy Policy, GDPR, Cookie Policy, Security Policy and such other rules, guidelines, policies, terms and conditions at any time and in our sole discretion. Any changes or modifications will be effective immediately upon posting the revisions on the Website and You waive any right You may have to receive specific notice of such changes or modifications. Your continued use of the Website and/or Application will confirm Your acceptance of such changes or modifications; therefore, You should frequently review these Terms of Use and applicable policies to understand the terms and conditions that apply to Your use of the Website and/or Application.

   IF YOU DO NOT APPROVE/AGREE WITH ALL THE TERMS OF USE YOU MAY NOT USE THE WEBSITE AND/OR APPLICATION. Please review all of the Terms of Use carefully before using the Website and/or Application. By using the Website and/or Application you are agreeing that you are over the age of 18 and are capable of forming legally binding contracts/documents.

2. Electronic communications

   When you visit the Website and/or the Application or send us e-mails/service request ticket(s)/communication through digital media, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e- mail and/or through digital media or by posting notices on the Website and/or Application. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree to provide us with, and maintain in your account profile created for the use of the Website and/or Application, your current and active email address.

3. Physical Communications

   When you visit the Website and/or use the Application or send us e-mails, you are communicating with us electronically and you consent to receive communications from us electronically for fixing of physical communication. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you physically satisfy any legal requirement that such communications be in writing. You agree to provide us with your current and active email address and maintain your account profile created for the use of the Website and/or Application..

THE WEBSITE AND/OR APPLICATION/PLATFORM

1. Website and/or Application is an Operations and Maintenance Software, that ensures a transparent and controlled environment, driven with processes and systems by online requisition by you for use of Services. The transaction between Metaagrow and You, of Services, facilitated by the requisition placed by You on the Website and/or Application and/or through any electronic media shall be governed by these Terms of Use.

2. The Services includes all services, technology, data, information, programs, material and other content that Metaagrow makes accessible to you through the Website and/or Application or the Metaagrow Platform, including on any desktop, laptop, mobile telephone or handheld device (“Device” ) owned or controlled by you or your End Users; and whatever packages subscribed by you ( “Subscription Services” ).

3. Metaagrow reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, performance, user interface, usability, and the service description published on the Website and/or Application or that Metaagrow provides to you ( “Service Description” ), and you agree that Terms of Use will apply to any changes or updates to the Subscription Services. Subject to Metaagrow’s obligations under existing Orders, Metaagrow may discontinue any Service in whole or part at any time without notice or liability to you.

4. Metaagrow will make the Subscription Services available to you and your End Users solely for your internal business operations during the subscription period specified in your Order ( “Subscription Term” ) and in accordance with any usage restrictions specified in the applicable Order and service module.

5. Unless permitted by law or as otherwise expressly permitted in this Terms of Use, you must not (nor may you authorize any third party to):
   1. rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Subscription Services to a third party;
   2. reproduce, modify, adapt, or create derivative works of, the Subscription Services or remove or tamper with any disclaimers or other legal notices in the Subscription Services;
   3. reverse engineer, disassemble, decompile, transfer, exchange or translate the Subscription Services or otherwise seek to obtain or derive the source code or application programing interface ( “API” );
   4. incorporate the Subscription Services into any service that you provide to a third party; or
   5. use the Subscription Services to provide services, or to create a service that competes with the Subscription Services.

6. You must promptly notify Metaagrow in writing of any breach of the above conditions of use.

7. You are solely responsible for ensuring that Your Devices and systems are compatible with the Subscription Services and meet any minimum requirements specified in the applicable Service Description.

8. Billing and Cancellation

   1. Billing Cycle

      The subscription fee for the Subscription Service and any other charges you may incur in connection with your use of the Service, such as taxes and possible transaction fees and/or on-boarding fees and/or any other fees that may be applicable at that point of time, shall be charged to your payment method. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the Subscription Service. In some cases, your payment date may change, for example if your payment method has not successfully settled, when you change your subscription plan or if your paid membership began on a day not contained in a given month. All Fees are non-refundable, non-cancellable and non- creditable.

   2. No Charge Services (Trial Runs)

      Metaagrow may offer certain Services to you at no charge, including trial use, and access to pre-release and beta services ( “No-Charge Services” ). Your use of No-Charge Services is subject to any additional terms that Metaagrow specifies and is only permitted for the period designated by Metaagrow.

      Metaagrow may terminate your right to use No-Charge Services at any time and for any reason at Metaagrow’s sole discretion, without liability to you.

   3. Payment Methods

      To use the Subscription Service you must provide one or more payment methods. You authorize us to charge any payment method associated to your account in case your primary payment method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid payment method. For some payment methods, the issuer may charge you certain additional fees, such as foreign transaction fees or other fees relating to the processing of your payment method over and above the subscription fee. Local tax charges may vary depending on the payment method used. Check with your payment method service provider for details for any charges levied by your payment method. Mettagrow will not be held accountable for any charges/costs/levies charged by your payment method.

   4. Cancellation

      You can cancel your subscription at any time, and you will continue to have access to the service throughout the Subscription Term. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial subscription periods. To cancel your Subscription Services kindly contact Metaagrow. If you cancel your subscription, your account will automatically close at the end of your current billing period.

   5. Changes to the Price and Subscription Plans

      We may change our subscription plans and the price of our Subscription Services from time to time at Our sole discretion and waive any right to disagree to any such changes.

      • Pre-paid and One time Pay Services

        Except as specifically set forth in this section, all Subscription Services are prepaid for the period selected (monthly, yearly or otherwise) and are non- refundable. This includes accounts that are renewed.

        Some services are charged as a one - time fee (on-boarding fee, additional training charges/customisation charges etc.), with pricing for said services confirmed through electronic communication before payment processing, in the form of an email, or through a Metaagrow Statement of Work/Invoice.

YOUR ACCOUNT

1. User accounts

   • Registration of Your Account

   • In order to avail the Subscription Services available on the Website and/or Application and to use the features of the Website and/or Application, an account would be created by Metaagrow for you (“Customer Account”) with the Website and/or Application on the basis of information provided by you about yourself as prompted by the customer information form, including, your name email address, account password which will be encrypted, mobile phone number and billing address. You will be eligible to further access and avail the Subscription Services only upon receipt of a confirmation e-mail from us after filling in the necessary forms and after providing the necessary details as may be required by us at the time of your registration.

   • All End Users must establish a named account on the Metaagrow Platform (“End User Account”).

   • You may specify one or more administrators who may elect to have password-protected rights to access administrative account(s) (“Admin Account(s)”) to administer the Subscription Services and End User Accounts

   • You are solely authorized to operate the Customer Account, the End User Account and the Admin Account(s) created by you (together, “Your Accounts”). Consequently, it is your responsibility to maintain the confidentiality of the log in credentials of Your Accounts on the Platform and for restricting access to your computer/mobile/other similar devices to prevent unauthorized access to Your Account. You shall remain solely liable for all the actions undertaken through Your Account.

   • You represent and warrant that the information you submit during registration is truthful and accurate and that you will maintain the accuracy of such information.

   • It is your responsibility to keep your email address up-to-date on your account setup at the Platform so that we can communicate with you electronically.

   • You are accountable/responsible for maintaining the confidentiality of your user name, password and account data, you shall not share this information or Your Account with anybody else, and will be solely responsible for all acts or omissions that arise on Your Account. You will immediately notify Metaagrow of any unauthorized use of your username or Your Account.

   • You agree to keep your contact and billing details (including but not limited to your email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for active Metaagrow accounts.

   • We do not knowingly gather personal information from children under 18, and if we become aware that a child under the age of 18 has given personal information to us, we will promptly remove it from our systems.

2. Restricted activities

   • You agree that any data or information that you provide on the Website and/or Application and your use of the Website and/or Application shall not:

     1. be deceitful, wrong or misleading;

     2. infringe any third party's proprietary rights or rights of publicity or privacy Metaagrow has adopted takedown procedures for illegal use of copyrighted material;

     3. be illegal or violate the spirit or letter of any applicable law;

     4. promote a competitor of Metaagrow or the Website;

     5. be defamatory, libellous, menacing or harassing;

     6. be obscene or comprise child pornography;

     7. contain any viruses, Trojan horses, or other computer programming routines that may harm, detrimentally interfere with, surreptitiously intercept or expropriate any system, or personal information;

     8. create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or

        • link directly or indirectly to or include descriptions of goods or services that:

          1. are prohibited under the Terms of Use; or

          2. you do not have a right to link to or include. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Website and/or Application without Metaagrow's prior written consent.
             Together, the "Restricted Activities".

3. Suspension and termination of service

   1. You may terminate Subscription Services at any time by contacting Metaagrow for cancelling your Subscription Term. If you choose to terminate your Subscription in accordance with this clause, you will not be entitled to any credits or refunds as a result of such termination.

   2. Metaagrow may suspend the Subscription Services (including any of Your Accounts) immediately without providing you notice, or terminate these Terms of Use in whole or part, including any particular Order(s), immediately upon notice to you, if:

      1. you are in material breach of this Terms of Use during the Term notwithstanding any cure of such breaches;

      2. you have failed to pay any Fees by the relevant due date;

      3. you infringe Metaagrow’s Intellectual Property Rights; or

      4. your use of the Subscription Services breaches any applicable law or any of the Metaagrow Policies.

   3. If Metaagrow suspends your use of the Subscription Services pursuant to its rights under these Terms of Use:

      1. Metaagrow will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to Metaagrow resuming the provision of the Subscription Services; and

      2. Metaagrow may, in its sole discretion, refuse to resume the provision of the Subscription Services until it is satisfied that you have cured the breach which caused the suspension to Metaagrow’s reasonable satisfaction.

INTELLECTUAL PROPERTY RIGHTS

1. Metaagrow shall have and retain all rights, title and interest, including all intellectual property rights, including copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names (“Intellectual Property Rights”) in and associated with the Services.

2. You and your licensors retain ownership of all rights, including Intellectual Property Rights in the data, information, templates, content, video, images or other materials or information of any type that you upload to the Metaagrow Platform, or otherwise provide to Metaagrow in connection with the Services (“Your Data”);

3. You grant to Metaagrow, or must procure the grant to Metaagrow of, a non- exclusive, worldwide, irrevocable, royalty-free license (including the right to sublicense) to use and develop the Intellectual Property Rights in Your Data to the extent required to :

   1. Enable Metaagrow to exercise its rights and discharge its obligations under this Terms of Use, including to provide or support the Services, and to offer to provide you with any other goods or services (including other services); and

      Generate aggregated data sets, reports and analysis relating to technical data about customer use of the Subscription Services in a form that is anonymised and does not identify you or any individual (“Aggregated Data”). You acknowledge and agree that Metaagrow will own all Intellectual Property Rights in Aggregated Data.

4. Metaagrow may use Aggregated Data to analyze, improve, support and operate the Services and for related internal business purposes to enhance the services to be provided to you,.

INTEGRATION WITH THIRD PARTY PRODUCTS

You may choose, in your sole discretion, to integrate the Services with third party products or services (“Third Party Products”). If you choose to use any Third Party Products in connection with the Services, Metaagrow may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider.

Metaagrow is not responsible for any access to or use of Your Data by such third party providers.

METAAGROW DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.

YOUR DATA

1. Metaagrow may use Aggregated Data to analyze, improve, support and enhance the Services and for related internal business purposes. For further details on how we use Your Data kindly refer to the Privacy Policy.

DOWNLOADING SHARED MATERIAL

If you download shared materials created by Metaagrow, you or other users of the Services that are published or made accessible through the Website and/or Application, including in the “Public Library” ( “Shared Materials” ), to the extent permitted by law:

1. Your use of Shared Materials is at your own risk;

2. Metaagrow excludes all liability to you and any third party in respect of your use of Shared Materials; and

3. It is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.

4. Metaagrow shall not be responsible for the use of such Shared Data by you and/or the End User.

LEGAL STATEMENTS

1. Limitation of liability

   1. To the extent allowed by law, we exclude all conditions, warranties, representations or other terms which may put on to the Website and/or Application or any content on it, whether express or implied.

   2. We will not be liable to you for any loss or damage, whether in contract, tort (including carelessness), breach of statutory duty, or otherwise, even if predictable/foreseeable, arising under or in connection with use of, or inability to use, the Website and/or Application.

   3. We will not be liable for:

      1. loss of profits, sales, business, or revenue;

      2. business disruption;

      3. loss of anticipated savings;

      4. loss of business opportunity, goodwill or reputation; or

      5. any indirect or consequential loss or damage.

   4. We will not be liable for any loss or damage caused by a virus, spread denial- of-service attack, or other technologically harmful material that may infect your Device(s), computer equipment, computer programs, data or other proprietary material due to your usage of the Website and/or Application or to your downloading/transferring of any content on it, or on any website linked to it.

   5. We assume no responsibility for the content of websites linked on the Website and/or Application. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

   6. You agree and confirm that under any circumstance Metaagrow shall not be liable to pay you any amount exceeding the amount that you have paid to Metaagrow for the Subscription Services. Any and all claims made by you against Metaagrow shall be limited to the extent of amount that you have paid to Metaagrow for the Subscription Services for the prevailing Subscription Term.

2. Proprietary rights of content

   1. You acknowledge that Metaagrow owns the rights to the Website and/or Application and the content provided on the Website and/or Application. You shall not amend, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Website and/or Application, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Metaagrow, Metaagrow users, or advertisers of Metaagrow or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not amend, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, including code and software for commercial purposes. You do not acquire ownership rights to any content, document or other materials viewed through the Website and/or Application.

3. No endorsement of non Metaagrow entity

   1. Metaagrow may offer to its users services offered by non Metaagrow entities. Placement of information, logos, links or names of such non Metaagrow entities on the Website and/or Application does not constitute an endorsement or warranty of these entities, their services. You take full responsibility for a decision to visit or use the services of any such entity and you agree that Metaagrow is not responsible in any way for anything linked with those non Metaagrow entities. You further acknowledge that no relationship (such as partnership, agent, joint venture, or employee) of any nature whatsoever is created between you and Metaagrow by formation of this agreement or by your participation on the Website and/or Application.

4. EXCLUSION OF WARRANTIES

   1. TO THE EXTENT PERMITTED BY LAW, METAAGROW SERVICES, SUBSCRIPTION SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS WEBSITE AND/OR APPLICATION SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THE TERMS OF USE. METAAGROW DOES NOT REPRESENT OR WARRANT THAT THE SERVICES/SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE AND/OR APPLICATION OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. METAAGROW DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE/ SUBSCRIPTION SERVICES, FROM THIRD PARTIES OR A LINKED WEBSITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE.

   2. UNDER NO CIRCUMSTANCES WILL METAAGROW BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE AND/OR APPLICATION, FROM THIRD PARTIES OR A LINKED WEBSITE, OR YOUR RELIANCE ON ANY SERVICE OBTAINED FROM ANY THIRD PARTY OR ANY LINKED WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THIS WEBSITE AND/OR APPLICATION IS AT YOUR SOLE RISK.

5. INDEMNIFICATION

   You hereby agree that you shall keep Metaagrow, its affiliates and group companies, successors, assigns and its respective officers, directors and agents, shareholders, representatives indemnified and defend and hold harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:

   1. any breach or non-performance by you of any of your undertakings, warranties, covenants, declarations or obligations under these Terms of Use; or

   2. any hacking or lapse in security of the Website and/or Application or the data on the Website and/or Application; or any

   3. act, deed, omission or non-performance on your part which renders the transaction undertaken through the Website and/or Application invalid.

   The indemnities provided herein and provisions making reference to the indemnities shall survive the termination of these Terms of Use and all the policies of Metaagrow.

Privacy

1. In this section, Personal Information has the meaning given by data protection laws that is used to describe information relating to an individual.

2. Metaagrow will take reasonable steps to ensure that Personal Information within Your Data is secure from unauthorized access, use or disclosure and will treat any Personal Information collected from you in accordance with the Metaagrow Privacy Policy.

3. You are responsible for ensuring that you have obtained all individual consents required for Metaagrow to provide the Services in respect of any Personal Information contained within Your Data, including from your End Users.

4. Where (i) the EU General Data Protection Regulation 2016/679 (“GDPR“) and/or (ii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) will apply.

AMENDMENTS

Metaagrow reserves the right, at its sole discretion, to modify the Website and/or Application and/or Services or to modify/amend/alter these Terms of Use, including the subscription fee, at any time and without prior notice. If we modify/amend/alter these Terms of Use, we will post the modification/amendments/alteration on the Website and/or Application. If Metaagrow develops revised Terms of Use then on their publication on the Website and/or Application, they will supersede and prevail those they replace. By continuing to access or use the Website and/or Application and/or Services after we have posted a modification/amendments`/alteration on the Website and/or Application, you undertake that you agree to be bound by the modified/amended/altered Terms of Use. If the modified/amended/altered Terms of Use are not acceptable to you, your only recourse is to cease using the Website and Services/ Subscription Services.

DISCLAIMER POLICY

The Service is provided by Metaagrow is on ‘as is where is’ basis and while we endeavour to keep the Services up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Website and/or Application or the information, products, services, or related graphics contained on the Website and/or Application for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of the Website and/or Application.

Through this Website and/or Application you may be able to link to other websites which are not under the control of Metaagrow. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the Website and/or Application up and running smoothly. However, Metaagrow takes no responsibility for, and will not be liable for, the Website and/or Application being temporarily unavailable due to technical issues beyond our control.

TERM & RENEWAL

1. This Terms of Use commences on the Commencement Date and expires after the expiry of 180 (one hundred and eighty) days when all Subscription Term has expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Terms of Use (“Term”).

2. Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless :

   1. you elect not to renew your Subscription Term by providing written notice to Metaagrow at least 30 (thirty) days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term; or

   2. Metaagrow provides you notice that the Subscription Term will not renew at any time prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.

TERMINATION

Metaagrow may terminate these Terms of Use, the Policies, Services and/or access to the Website and/or Application hereunder for any reason, including but not limited for reasons of breach, by you, of these Terms of Use or all/any of the Policies, including the Privacy Policy, etc. Your sole right to terminate these Terms of Use and the Policies is by not using the Application and/or Services on the Website and/or Application.

CONSEQUENCES OF TERMINATION

It is clarified that the termination of these Terms of Use, the Policies, the Subscription Services and/or access to the Website and/or Application shall not affect any liabilities incurred by you prior to such termination or for acts performed during the pendency of these Terms of Use and the Policies which may result in a dispute post-termination of these Terms of Use, or any provision expressed to survive or to be effective on termination and the obligations set out herein shall remain in full force and effect notwithstanding the termination.

The following provisions will survive any termination or expiration of this Terms of Use: Clauses 3.2, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and any other Clauses which by intent or meaning have validity beyond termination or expiration of this Agreement.

FORCE MAJEURE

Metaagrow shall not be liable for its failure to perform under these Terms of Use and the policies as a result of occurrence of any force majeure events like acts of God, pandemic, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or government, change in laws, rules and regulations, affecting the performance of Metaagrow.

CONFIDENTIALITY

1. In this Terms of Use, Confidential Information of Metaagrow means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any Shared Materials, or any other information which is in the public domain other than through a breach of confidence.

2. You must keep confidential and not disclose to any third party Confidential Information of the other party, with the exception that You may disclose such Confidential Information to:

   1. a third party with the prior written consent of Metaagrow; and

   2. You, or affiliates or subsidiaries of the Recipient’s, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers; and provided that such recipients are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information; and

   3. where You are legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the other party written notice prior to disclosure if permitted by law.

3. You must only use Confidential Information of the other party for the purpose for which it was disclosed in connection with this Agreement.

DISPUTES AND ARBITRATION

It is agreeing that to make a good-faith effort to resolve any dispute arising out of, or in connection with, this Contract through negotiation. Should the parties fail to resolve any such dispute within thirty (30) days, any controversy or claim arising out of or relating to this Terms of Use, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to a sole arbitrator in Mumbai, India and in accordance with the Arbitration and Conciliation Act, 1996 and as per Commercial Arbitration Rules of the Arbitration and Conciliation Act India, 1986 The arbitration shall be conducted by one arbitrator, who shall be (a) selected with the mutual consent of both the Parties and (b) a licensed attorney with at least ten (10) years’ experience in the practice of law and at least five (5) years’ experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Mumbai district court, India sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of India or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for Arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the Arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

Courts in Mumbai shall have the exclusive jurisdiction to resolve any disputes that may arise under these Terms of Use.

SEVERABILITY

If any term or provision of this Terms of Use shall to any extent be declared illegal or unenforceable by arbitrator(s) or by a duly authorized court of competent jurisdiction in Mumbai, India, then the remainder of this Terms of Use or the application of such term or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, each term and provision of this Terms of Use shall be valid and enforceable to the fullest extent permitted by law and the illegal or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term of provision.

NOTICE

Any notices required or permitted hereunder shall be given to the Metaagrow or customer, as required, at the address specified or at such other address as the Metaagrow or customer shall specify in writing or at the e-mail address provided Metaagrow or customer.

MISCELLANOEOUS

1. The Terms of Use constitute the complete and exclusive statement of the Agreement between you and us. The Terms of Use supersede any and all prior or contemporaneous contract/agreement, oral or written, and any other communications, representations, warranties and understandings relating to the subject matter of the Terms of Use. If there is a conflict/issue between an oral or written representation of any Metaagrow employee or agent and the Terms of Use other than modifications to the Terms of Use executed in writing by the Director or other senior representative of Metaagrow, this Terms of Use will prevail. To the extent the Terms of Use are in conflict or inconsistent with one another, the Terms of Use will prevail for Customers, over other Terms; also, this Terms of Use and disclaimers will prevail over FAQs, and other rules and policies on the Website and/or Application.

2. If any provision(s) of the Terms of Use is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to show the intentions of the parties and the other provisions shall remain in full force and effect. Metaagrow’s failure to exercise or enforce any of the Terms of Use shall not constitute a waiver of Metaagrow’s right to exercise or enforce the Terms of Use as to the same or another instance. Headings in this document are for the purposes of reference only and shall not limit or otherwise affect the meaning of the Terms of Use.

3. All third-party advertisements, hyperlinks or other redirection tools on the Website and/or Application which take You to content operated by third parties are not controlled by Metaagrow and do not form part of the Website and/or Application. Metaagrow is not liable for any loss or harm that occurs to You as a result of such sites.

4. You agree that Metaagrow may assign the Terms of Use to any other entity of its choosing, with or without notice to you. You may not assign the Terms of Use to any other party for any reason, including but not limited to because your interaction with other users of the Website and/or Application, the pricing offered, and anti-fraud mechanisms in place, are based upon individual usage.

5. Please contact us at [email protected] for any questions or comments (including all inquiries related to copyright infringement) regarding this Website and/or Application.

YOU AGREE THAT HAVE READ AND UNDERSTOOD THE ABOVE TERMS OF USE. YOU AGREE THAT BY ACCESSING THE WEBSITE AND/OR APPLICATION AND/OR AVAILING THE SERVICES YOU HEREBY ACCEPT THE TERMS OF USE AND THE POLICIES DISPLAYED ON THE WEBSITE AND/OR APPLICATION AND FURTHER AGREE TO BE BOUND BY THESE TERMS OF USE AND THE POLICIES VIZ. THE PRIVACY POLICY, COOKIIE POLICY, SECURITY POLICY, GDPR ETC. AS MAY BE MODIFIED BY THE METAAGROW FROM TIME TO TIME. YOU FURTHER AGREE THAT THE SERVICES AND THE WEBSITE AND/OR APPLICATION THE ACCESS TO WHICH IS BEING PROVIDED TO YOU BY THE METAAGROW IS SUBJECT TO CHANGE.