This Referral Agreement (“Agreement”) is made between Globalise Inc., a company incorporated in United States of America, and having its office at 99 Wall Street, New York, NY 10005 (“Company”) and you as the referrer (“Referrer”).
In this Agreement, unless the context otherwise requires, the User and the Company are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.
A. The Company owns the Platform (as defined hereinbelow). The Platform shall inter alia enable various financial service providers such as independent financial advisors or distributors to support their clients for the Services (as defined hereinbelow) through the Platform.
B. The Referrer is engaged in the business of marketing and distributing the securities to its clients
C. Referrer is desirous of availing the Services on the Platform for its clients and having a Referral Account (as defined hereinbelow) on the Platform and has approached the Company for the purpose of referring its clients who may be interested to utilise the Platform offered by the Company.
PLEASE READ THIS AGREEMENT CAREFULLY TO LEARN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE “SIGN UP” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ON-BOARDED AS A REFERRER AND YOU ARE NOT GRANTED PERMISSION BY THE COMPANY TO ACCESS OR OTHERWISE USE THE REFERRAL ACCOUNT (AS DEFINED HEREINBELOW) ON THE PLATFORM (AS DEFINED HEREINBELOW). IN SUCH A CASE, PLEASE DO NOT CLICK THE “SIGN UP” BUTTON AND LEAVE THE WEBSITE.
1.1 In this Agreement, the following words and expressions shall have the following meanings:
1.1.1 “Applicable Laws” means any applicable statute, law, ordinance, regulation, rule, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument which has a force of law, as is in force from time to time and shall include the rules and regulations of applicable federal, state, statutory and self-regulatory agencies, including but not limited to the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, Reserve Bank of India, Securities and Exchange Board of India and the constitution, rules, regulations, customs and usages of the exchanges, markets and clearing agencies where transactions are executed, cleared and settled.
1.1.2 “Client” means such person referred by the Referrer who holds an account on the Platform and avails the Services available on the Platform in accordance with the terms of the User Agreement.
1.1.3 “Competitor” shall mean any entity offering the same or similar Services as being offered by the Company, at any given point in time.
1.1.4 “Offshore Securities” means such securities and/or other financial products which are neither listed nor to be listed in an Indian stock exchange.
1.1.5 “Platform” means a web portal and/or mobile application on an electronic software system in the name and style of “KristalFlex”, through which the Company provides Services to the Client.
1.1.6 “Referral Account” means an account of the Referrer on the Platform for servicing the Client and for assisting the Company and/or its affiliates in the process of acquiring, on-boarding and providing Services on the Platform to the Client.
1.1.7 “Services” shall mean and include subscription services to the Platform that could be offered directly or through any distributor or independent financial advisers (including Referrer), managed and/or single account access to the Client desiring to invest across multiple global stock exchanges and execute trades via broker-dealers and/or clearing services companies, recommended list of offshore funds, model portfolios, cash management accounts and such other services as may be provided or made available by the Company to the Client.
1.1.8 “Service Providers” means and includes broker-dealers, clearing services companies and other service providers appointed by the Company.
1.1.9 “User Agreement” means the agreement entered into by and between the Company and the Client pertaining to the usage of the Platform.
1.2.1 words in the singular include the plural and vice versa;
1.2.2 words importing one gender include the other gender and words importing persons include corporations and unincorporated bodies of persons and vice versa;
1.2.3 references to Clauses are to clauses of this Agreement;
1.2.4 references to agreements include all renewals, extensions and amendments thereof; and
1.2.5 any reference to the Client or the Company includes a reference to its or their duly authorised agents or delegates.
2.1 Referrer agrees to refer its clients and/or potential clients to the Company via a referral link or otherwise, who propose to enter into the User Agreement with the Company to avail the Services and the Referrer shall use reasonable efforts to co-ordinate with the Client and the Company in that regard in the manner as stated in this Agreement and in accordance with the Applicable Laws.
2.2 The Referrer shall assist the Company and/or its affiliates in the process of acquiring and on-boarding a Client, including procuring and uploading know your client (KYC) documents to meet the obligations under the Applicable Law or as may be required by any Service Provider, assisting Clients on the Platform, maintaining/operating service accounts with the Service Providers, providing reports to the Clients and/or performing such other functions as a representative of the Company and/or its affiliates as may be specified from time to time. The Referrer’s and Client’s access to the Platform is subject to their successful registration on the Platform and on the platform of Service Provider (if required), and agreeing to the terms of this Agreement and User Agreement, respectively, during the registration process.
2.3 The Company shall have the sole discretion to determine the suitability and acceptance thereof of any of the clients referred to by the Referrer and decide whether to onboard such referred clients on its Platform.
2.4 The Referrer may create a Referral Account on the Platform for servicing the Client and for assisting the Company and/or its affiliates as stated herein above.
2.5 In the event that the Client does not use the Referrer’s referral link to create an account on the Platform, the Referrer is required to produce a written confirmation, whether by electronic mail or otherwise, of the Client’s confirmation that he was referred by the Referrer.
2.6 The services of the Referral Account shall be made available to the Referrer through the Platform via ‘www.kristalflex.com’, or any other app or website notified to the Referrer by the Company from time to time, on a Software as a Service (SaaS) model. The Platform may include third party software/services.
2.7 The Referrer understands and accepts that not all the services offered on the Platform are available in all geographic areas and the Referrer may not be eligible for any or all the services made available by the Company on the Platform. Company reserves the right to determine the availability and eligibility for any service offered on the Platform.
2.8 The role of the Company is solely that of providing a technology-based solution (i.e. the Platform) to facilitate transactions/dealing in securities and financial products and is not acting as a broker or advisor or distributor of the securities and financial products being transacted through the Platform by the Clients.
2.9 The Company reserves the right to take any action related to Referral Account including, but not limited to, closing the Referral Account or otherwise restricting the Referral Account’s activity if Company, in its discretion, deems such action necessary in accordance with the terms of this Agreement or to remain compliant with Applicable Law or if it determines that there is a reasonable risk-based justification for doing so. Absent such circumstances, Company will only close, suspend or restrict any Referral Account where instructed by the Referrer or if any Referral Account has not initiated any activity during a consecutive twelve-month period.
3.1 Except as otherwise provided herein, the relationship between the Referrer and the Company shall be governed exclusively by this Agreement and no presumption of any relation in the nature of partnership or joint venture shall be presumed or shall exist. Neither Party is acting as a fiduciary or agent for, or as an advisor to, the other Party in respect of this Agreement.
3.2 The rights and obligations of the Referrer under this Agreement shall always be subject to Applicable Laws including any circulars issued by SEBI or any such regulatory authority as the case may be.
3.3 The Company enters into this Agreement on a non-exclusive basis and reserves its right to enter into similar arrangements with other persons.
3.4 The Referrer shall not enter into any similar engagement as set out in this Agreement with any Competitor during the term of this Agreement and for a period of one (1) year post termination or expiry of this Agreement. The Referrer in any case shall not solicit any Clients of the Company including those referred by the Referrer to the Company, for availing similar services from any other entity.
4.1 In consideration of the services being rendered by the Referrer under this Agreement, the Company shall pay a fee to the Referrer as may be decided by the Parties from time to time (“Referral Fees”). The quantum of Referral Fees, the manner of payment and such other provisions pertaining to Referral Fees may be agreed or amended by and between the Parties by way of exchange of letters or emails or by such other means as may be decided by the Company which shall then form an integral part of this Agreement. Any taxes payable on such Referral Fees shall be borne by the Referrer.
5.1 Representation and Warranties by the Company:
i. The Company has all required corporate, statutory and other approvals required to sign, execute and deliver this Agreement and the person signing this Agreement has been duly authorised to sign, execute and deliver this Agreement and to bind the Parties hereto.
ii. This Agreement is legal, valid and binding obligations of the Company enforceable for or against the Company in accordance with the terms hereof, except to the extent that the enforceability hereof may be limited by the effect of any applicable bankruptcy, insolvency or similar laws now or hereafter in effect.
iii. No consent of any other person and no authorisation, approval or other action by and no notice to or filing with, any governmental authority or regulatory body or other third party is required for the execution, delivery or performance of this Agreement by the Company.
5.2 Representation and Warranties by the Referrer:
i. The Referrer has all corporate, statutory and other approvals required to sign, execute and deliver this Agreement and the person signing this Agreement has been duly authorised to sign, execute and deliver this Agreement and to bind the parties hereto.
ii. This Agreement is legal, valid and binding obligations of the Referrer enforceable for or against the Referrer in accordance with the terms hereof, except to the extent that the enforceability hereof may be limited by the effect of any applicable bankruptcy, insolvency or similar laws now or hereafter in effect.
iii. No consent of any other person and no authorisation, approval or other action by and no notice to or filing with, any governmental authority or regulatory body or other third party is required for the execution, delivery or performance of this Agreement by the Referrer;
iv. The Referrer is in compliance with the Applicable Law including all regulations, guidelines, orders issued by any relevant regulatory authority that are applicable to the Referrer and entering into this Agreement shall not violate any provisions of the Applicable Laws.
v. The Referrer and/or its representatives shall at all times: (a) safeguard and promote the reputation of the Company; (b) refrain from any conduct which might harm the reputation of the Company; (c) conduct its business in a manner that reflect favourably at all times on the reputation of the Company; and (d) avoid all illegal, unfair, deceptive, misleading or unethical practices.
vi. There is no action, suit or proceeding before or by any court or governmental agency or any regulatory body, now pending, or, to the knowledge of it, threatened against the Referrer, which might result in any change in the condition, financial or otherwise, the business affairs or business prospects (including any reputational risk) of the Referrer, or which might materially and adversely affect the properties or assets of the Referrer.
6.1 The Referrer shall maintain records of number of the Clients referred and shall maintain records of the name and address of each Client referred serially and a copy of which the Referrer shall be obliged to furnish to the Company on request, if so required.
6.2 The Referrer shall not make any representations or promises concerning the Services or the performance of securities and/or financial products offered through Platform or give any guarantee of assured returns by the Company or Platform.
6.3 The Referrer shall obtain such written consents as may be necessary from the prospective Clients for furnishing information to the Company pertaining to the prospective Clients.
6.4 The Referrer shall not circulate/use/print any marketing material, literature or any such other documents in connection with the Services offered by the Company, unless such material is pre-approved by the Company in writing.
6.5 Subject to Clause 9, the Referrer agrees to maintain confidentiality and secrecy of all information received by it and/or its personnel either directly, by virtue of their access to the Platform or in the course of dealing with the Company and or its employee’s and/or its clients. The Referrer further undertakes to utilize such information only for bonafide purpose under this Agreement and not for any other purpose which may prove detrimental to the interest of the Company and/ or its employees and /or its clients and/or its affiliates.
6.6 The Referrer shall neither use nor display the name, logo or mark or any other intellectual property rights of the Company (or any logo or mark similar thereto) in any manner, unless in the specified agreed manner between the Company and the Referrer. The Referrer acknowledges that no title to the intellectual property in the Service or the Platform is transferred to the Referrer from the Company under this Agreement. Referrer further acknowledges that all right, title, and interest in and to the Service and the Platform and any know-how contained therein shall remain Company's exclusive property. Referrer agrees that it shall not remove any trademark, copyright, or other proprietary notices on or in any portion of the Service and the Platform as delivered and that the Referrer shall reproduce all such notices on and in all authorized copies. No information, content or material from the Platform may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without Company’s express written permission.
6.7 The Referrer agrees that the Company shall be under no obligation to enter into the User Agreement with a client referred by the Referrer under this Agreement, and the Company has sole discretion to decide if it desires to enter into the User Agreement with a client referred by the Referrer.
6.8 The Referrer agrees that the Company, has entered as of date, and will in future enter into, referral arrangements with third parties. The Company also receives inquiries for availing its Services direct from potential clients from time to time. In the event, there is any dispute as to whether a particular client was referred by the Referrer or not, the decision by said Client in this regard shall be final and binding on the Parties.
6.9 The Referrer shall be responsible for Referral Account password and taking reasonable steps to protect and monitor for unauthorized access to Referral Account. If the Referrer believes that Referral Account has been compromised due to a breach of cyber security, or in any other way, Referrer undertakes to immediately notify the Company so that appropriate action can be taken. If the Company reasonably believes that Referral Account has been compromised due to a breach of cyber security, Company reserves the right to take immediate action to protect Referral Account and the Platform.
7.1 The Company shall indemnify and hold harmless the Referrer and/or any of its employees, officers against any direct losses, costs or claims which it might incur/suffer as a result of fraud, wilful misconduct or gross negligence of the Company or its authorized employees, agents and representatives as decided by a court of competent jurisdiction.
7.2 The Referrer shall indemnify and hold harmless the Company and/or any of its employees, officers, affiliates against any direct losses, costs or claims which it might incur/suffer as a result of:
a) any unauthorized, misleading, false or inaccurate information regarding the prospective Clients referred to the Company;
b) breach or non-performance or non-observance of any of the duties, obligations, terms, conditions, representations and warranties or any other provisions contained in this Agreement, on part of the Referrer or its authorized employees, agents and representatives; or
c) any claim, suit or proceeding brought against the Company by any Client for any harm, loss or injury suffered by any Client arising from and out of the breach by the Referrer under this Agreement or under Applicable Law; or
d) fraud, wilful misconduct or gross negligence on part of the Referrer or its authorized employees, agents and representatives.
7.3 Notwithstanding anything contained in this Clause 7, neither Party shall, under any circumstances, be liable to indemnify the other in respect of any indirect, special, incidental, punitive, notional or consequential damages or loss of profits arising pursuant to any claim or action regarding the performance of its obligations hereunder.
7.4 The remedies provided for in this Clause 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.
8.1 In no event will the Company be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other direct or indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise except in case of gross negligence or fraud as finally proven by a non-appealable judgment of a court of competent jurisdiction.
8.2 The Company’s liability for any claim arising under Clause 8.1 herein above shall be limited to proven direct damages and shall not exceed the amount paid in the previous three (3) months and any amount owed but not yet paid. Any claim whatsoever made by the Client on the Company is outside the purview of this Agreement.
8.3 The foregoing limitations shall apply to the maximum extent permitted by Applicable Law, regardless of whether Company has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
9.1 The Parties hereby unconditionally agree and undertake that they shall not disclose the terms and conditions of this Agreement or disclose the information submitted under this Agreement to any third party unless such disclosure is required by law or regulation, to directors, partners, officers, employees, affiliates and agents, internal/external auditors or advisers strictly on a need-to-know basis in respect of performing functions under this Agreement or for the purpose of performing their obligations under this Agreement.
9.2 All details, documents, data, applications, software, systems, papers, statements and business, Client information which is communicated in writing by either of the Party to the other Party or is available to the Referrer on the Platform, shall be treated as absolutely confidential and the Parties irrevocably agree and undertake to ensure that they shall keep the same as secret and confidential and that they shall not disclose the same, in whole or in part to any person without the prior written permission of the other Party nor shall use or allow to be used any information, other than as may be necessary for the due performance of their obligations hereunder.
9.3 Referrer agrees and acknowledges that the Company may disclose the confidential information to any Service Provider and/or any other third party for allowing them to provide their services to the Client or the Referrer. The Referrer further agrees that the Company may use his/her/its confidential information for any marketing/solicitation purposes as may be required by the Company from time to time.
9.4 The Referrer acknowledges that, in the course of its relationship with the Company and in using the Platform, he/she/it may obtain information relating to the Services, Platform and/or the Company (“Proprietary Information”). Such Proprietary Information shall belong solely to the Company and includes, but is not limited to, the features and mode of operation of the Services and the Platform, trade secrets, know-how, inventions (whether patentable or not), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, and other technical, business, product, plans and data (in each case whether registered or unregistered). In regard to this Proprietary Information:
i. The Referrer shall not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of the Company unless such Proprietary Information becomes generally publicly available without the Referrer’s breach of this Agreement.
ii. The Referrer agrees to take reasonable measures to maintain the Proprietary Information and Services in confidence.
9.5 The Referrer shall not distribute, share, rent, resell, lease or otherwise disclose or transfer the Service and the Platform to any third party. The Service and the Platform contain Company's trade secrets, and to protect those trade secrets and Company's interest in the Service and the Platform generally, Referrer agrees that it shall not reverse engineer, decompile, translate, or disassemble the Service or the Platform, in whole or in part, nor shall permit any third party to do so, or to copy or distribute the documentation to any third party. Any failure to abide by the restrictions set forth in this clause shall expressly constitute a material breach of this Agreement and lead to termination of this Agreement at the Company's discretion.
9.6 The confidentiality obligations shall not apply to (i) information in the public domain, or (ii) information that is received by a Party from a third person without breach of a confidentiality obligation by such third person, or (iii) disclosure of any information by a Party under any Applicable Law, rule, regulation or to a judicial, regulatory, quasi-judicial, administrative or governmental body or authority.
9.7 The Parties agree to:
a) Take all necessary actions to protect the confidential information applying at least the same security measures and level of care as they employ to protect their own confidential information against misuse, loss, destruction, deletion and/or alteration.
b) Not to misuse or permit misuse directly or indirectly, commercially exploit the confidential information for economic or other benefit.
c) Not to make or retain any copies or record of any confidential information submitted by either of the Party other than as may be required for the performance of the obligations under this Agreement.
d) Notify the other Party promptly of any unauthorized or improper use or disclosure of the confidential information of which it becomes aware.
e) Return all the confidential information that is in the custody of the other Party upon termination/expiry of this Agreement.
9.8 Each Party agrees that it shall be fully responsible for any breach of the terms of this confidentiality obligation by their directors, partners, officers, employees, affiliates and agents, and shall, at its sole expense, take all reasonable measures, as it deems fit (including, without limitation, court proceedings) to restrain such persons from prohibited or unauthorized disclosure or use of the confidential information.
All operating and servicing standards and procedures will be as notified by the Company to the Referrer from time to time. Amendments to the operating and service level standards will not require any amendment to this Agreement but will be confirmed by exchange of letters or electronic mails.
11.1 The Company may engage certain Service Providers for the purpose of obtaining relevant feeds and market information which will be processed and published on the Platform. The Company shall not be liable in any way for inaccuracies in market data feeds from Service Providers due to: (i) error, delay, or omission; (ii) non-performance; or (iii) interruption of any such data, information, or message due either to any negligence, act or omission by the Service Providers or due to any force majeure, technical, hardware, or software malfunctions, lost or unavailable network connections, or failed incomplete or delayed computer transmissions or any other cause.
11.2 The Services and the Platform are provided on an "as is" basis. Company makes no warranty that the use of the Services and the Platform will be continuous, uninterrupted, bug-free, error-free, virus-free, free of defects, free of technical problems, nor that it will meet all of Referrer’s needs. To the extent permitted by Applicable Law, the Company expressly disclaims all other warranties, conditions, results, guarantees, or representations with respect to the Services and the Platform, whether express or implied, including, but not limited to, the implied warranties of merchantability, merchantable or satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, or arising from the course of performance, course of dealing, or usage of trade. Company does not warrant that all errors, bugs, or defects can or will be corrected.
11.3 Company does not advise nor act as an agent or broker for the investment opportunities.
11.4 The Referrer understands and acknowledges that the Company provides no tax, legal, or investment advice of any kind, nor does the Company gives advice or offers opinions with respect to the nature, potential value, or suitability of any securities transaction or investment strategy. The Referrer will not hold, nor seek to hold, Company or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading or other investment losses incurred by the Client.
11.5 The Company shall not be liable to the Referrer for any mistake, error of judgement or loss suffered by the Referrer in connection with the subject matter of this Agreement or any matter or thing done or omitted to be done by the Company or any Service Provider.
11.6 The Referrer hereby acknowledges that the Services being provided by the Company through the Platform is not an investment advice and all the recommended list of offshore funds, recommended portfolios etc. being provided through the Platform shall be in the form of generic research reports on Offshore Securities and shall be accessible by all authorised/subscribed users of these Services at the same time.
11.7 The Company makes no warranties or representations, express or implied, on products offered through the Platform. It accepts no liability for any damages or losses, however caused, in connection with the use of, or on the reliance of its product or related services.
During the term of this Agreement and for a period of three (3) years after the expiry of this Agreement, Referrer will not without the prior written consent of the Company, either directly or indirectly, attempt to solicit or create a direct relationship with any of the Company’s clearing, product, banking, payment, brokerage or other partners.
13.1 Term: This Agreement shall come into force from date when the Referrer has accepted this Agreement and shall remain valid unless terminated in accordance with Clause 13.2 below.
a) This Agreement shall, at the option of either Party, without assigning any reason, be terminated by that Party by giving to the other Party at least 30 days’ advance notice in writing in that behalf during which period this Agreement shall be subsisting.
b) Notwithstanding anything provided herein above, the Company shall have the right to terminate this Agreement without providing any prior notice (i) if the Referrer is in breach of any of the provisions of this Agreement or of Applicable Law; (ii) in an event of any negligence, wilful default or fraud by the Referrer; or (iii) if the continued relationship with the Referrer may cause reputational harm to the Company.
c) Without prejudice to the provisions of the foregoing clauses, this Agreement shall stand terminated, without notice, if:
i. a petition for winding up of either Party is admitted by a competent court; or
ii. either Party goes into liquidation as declared by a court of competent jurisdiction or distress, attachment or enforcement of a substantial portion of the assets of a Party is levied or a receiver is appointed in respect of the assets of either Party; or
iii. this Agreement becomes unenforceable by a change in law or interpretation of the provisions of an existing law; or
iv. any licence, approval, authorisation or consent held by the other Party, which is required for the performance of the other Party's obligations under this Agreement and which has been granted or given by any relevant authority, is terminated or suspended;
v. any breach by the Referrer of any representation, covenants, undertaking or obligation under this Agreement, or if the Referrer commits a material breach of this Agreement and (if such breach shall be capable of remedy) the Referrer fails, within 15 (fifteen) days of receipt of notice requiring it to do so, to make good such breach.
13.3 Consequences of Termination: Upon termination of this Agreement:
a) Except due to termination on account of any of the reasons provided under Clauses 13.2 (b) and 13.2 (c) above, the Referrer shall receive the trail fees which the Referrer is entitled to receive as per the agreement between the Parties. However, the Referrer shall not be entitled to any Referral Fees in respect of any Client after the termination of this Agreement, unless such Referral Fees are due and payable to the Referrer as at date of termination, which shall be paid by the Company within a reasonable period;
b) any rights, obligations and liabilities of the Parties accrued up to and including the date of such termination shall not be affected thereby. In the case of termination by 30 days’ advance notice, such obligations and liabilities shall continue to be performed and discharged by the Parties in accordance with the provisions of this Agreement up to the date on which such notice of termination expires; and
c)the Referrer shall promptly return to the Company all promotional and advertising literature, publications and materials and any other confidential information supplied by the Company to the Referrer which remain within the Referrer’s possession, within 7 days from the date of such request being made by the Company.
13.4 Termination of this Agreement shall not relieve any Party of its outstanding contractual obligations which have accrued up to and including the date of such termination.
13.5 The provisions contained in Clause 5 (representations and warranties), Clause 7 (indemnity), Clause 9 (confidentiality), Clause 12 (non-circumvention and non-solicitation), Clause 13.3 (consequences of termination), Clause 14 (dispute resolution), Clause 15 (jurisdiction) and Clause 16 (notice) shall survive the termination of this Agreement.
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as provided under Clause 15 without regard to conflict of laws or principles.
14.2 Both the Parties shall make every effort to resolve amicably by direct informal negotiations any disagreement or dispute arising between them under or in connection with the Agreement. In the event no amicable resolution or settlement is reached within a period of fifteen (15) days from the date on which the dispute or difference arose, such dispute or difference shall be referred to sole arbitrator to be mutually appointed by the Parties under the provisions of the Arbitration and Conciliation Act, 1996 of India. This Clause shall survive the termination of this Agreement. The arbitration proceedings shall be held in Bangalore and conducted in the English language.
14.3 The award of the arbitrators shall be final, conclusive and binding upon the Parties hereto. Such an award shall be filed in any competent court in Bangalore. All costs payable to the sole arbitrator will be borne equally by both the Parties.
15.1 This Agreement shall be construed in accordance with the laws of India and subject to Clause 14, the Parties agree to submit to the exclusive jurisdiction of the courts in India.
16.1 Any notice, communication or documents to be given by a Party to the other Party may be given at the email address as either Party may, from time to time, duly notify to the other Party or by any other means as may be decided by the Company. The notice, if sent through electronic mail shall be deemed to have been served upon the Party to whom it is given, upon expiry of 24 (twenty-four) hours from sending such electronic mail at the mail address provided by the Party. The Parties hereby agree that all the communication between the Parties will be made electronically or digitally and the same will be considered as valid and sufficient communication.
17.1 No Partnership. Nothing contained in this Agreement shall constitute or be deemed to constitute a partnership or association of persons between the Parties, and no party shall hold himself/itself out as an agent for the other Party. The arrangement contemplated between the Parties under this Agreement shall be on a principal-to-principal basis.
17.2 Independent Rights. Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.
17.3 Assignment. Subject to the provisions of this Agreement, this Agreement is personal to the Parties and shall not be capable of assignment, except with the prior written consent of the other Party.
17.4 Amendment. Except as otherwise provided herein, this Agreement may not be amended, modified or supplemented except by an instrument in writing signed by each Party or by their respective authorised representative. The Parties agree that if there are any regulatory changes impacting this arrangement, then the Parties shall negotiate in good faith to revise this arrangement to address such regulatory changes.
17.5 Force Majeure. The Company shall not be liable for any delay or failure in performance when such delay or failure arises from circumstances beyond its control, including, without limitation, acts of god, acts of government in its sovereign or contractual capacity, acts of public enemies or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, pandemic and disease, measures of a government authority to address a pandemic or disease or other national emergencies including quarantine restrictions and limitation on business operations, power shortages or failures, utility or communication failure or delays, labour disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions; it being understood that each Party shall use reasonable efforts to resume performance as soon as practicable under the circumstances. The Referrer acknowledges that the Service and the Platform is subject to the inherent risks of online trading including those relating to system response and access times that may be affected by various factors, including but not limited to market conditions and system performance. Referrer understands and acknowledges such risks before accessing the Service and the Platform.
17.6 Severability. If any provision of this Agreement is invalid, unenforceable or prohibited by Applicable Law, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either Party hereto to the other, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein.
17.7 Entire Agreement. Except as otherwise agreed among the Parties, this Agreement constitutes the entire Agreement of the Parties as to its subject matter and supersedes any previous oral or written understanding or Agreement on such subject matter.