Introduction

Thank you for using the CYAAG SDP platform which is hosted and provided by CYAAG Technologies Private Limited (“CYAAG”), with such hosting and provision and use provided to you by and contracted directly with CYAAG in India and such hosting and provision and use provided to you by Nextgen Impact Inc on behalf of CYAAG outside of India (such applicable contracting party, “Company” or “we” or “our” or “us”). These Terms of Service (“Agreement”) governs your browsing, viewing and other use of the Service, including transactions you agree to enter into with NGOs (as defined below).

Please read this Agreement carefully, as it (among other things) provides in Section 13 that you and the Company will arbitrate certain claims instead of going to court and that you will not bring class action claims against the Company. Please only create a Service account or otherwise use the Service if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not create a Service account or otherwise use the Service.

We welcome all young change makers to join our platform and make a positive impact on the world. Please remember that while using the platform, always seek guidance from a parent or guardian. It's important to remember that the platform hosts content uploaded by users, and the company will not be responsible for the content uploaded by its users.

You understand and agree that your organization (“Your Organization”) may have entered into a separate Agreement with us for provision to you of this specific version of the Service (“Your Organization’s Agreement”). To the extent of any conflict between this Agreement and Your Organization’s Agreement, Your Organization’s Agreement will control. WITHOUT LIMITING THE FOREGOING, IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE REQUISITE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS THE SERVICE THROUGH SUCH ENTITY’S ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH THE COMPANY IS LIMITED TO BEING A SITE USER, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF THE COMPANY FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF THE COMPANY.

The Service allows for users to upload content that may be viewed by other users. As further described in Section 8.2, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal. If you see any prohibited content within the Service, please notify the Company. Users who upload prohibited content may have their accounts terminated.

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1. How it Works

The Service is Company’s proprietary platform for consolidating Corporate Social Responsibility initiatives (“CSR Initiatives”) for end users, as well as other certain other services which the Company may offer, including services related to Customer’s sustainability and CSR initiatives, operated and provided by or on behalf of Company as a software-as-a-service offering. References to the “Service” in this Agreement shall be deemed to refer to the specific version of the Service, including all features, customizations, and functionality created by Company for Your Organization.

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2. Transactions

‍2.1. You acknowledge that all transactions you enter into in connection with the Service are between you and the applicable NGO or other third party (“Opportunity Partner”) and the Company is not a party to such transactions. The Company’s sole involvement in user-to-user transactions is to make available an online space to help Opportunity Partners and Your Organization to list, and for you to browse and access, CSR Initiatives with Opportunity Partners. Any agreement to participate in an Opportunity with respect to an Opportunity Partner within the Service constitutes a contract directly between you and the applicable Opportunity Partner and shall be subject to such other terms as may be agreed to by you either at the time of, or subsequent to, your acceptance of the applicable Opportunity or upon which such Opportunities are otherwise conditioned (“Opportunity Terms”). Such Opportunity Terms are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions with respect to such Opportunity.

2.2. You are solely responsible for investigating the qualifications, experience, skills, and credentials of any Opportunity Partner with whom you may accept an Opportunity. You acknowledge that the Company: (i) does not guarantee that Opportunities will exist or meet your needs, (ii) does not guarantee that Opportunities will conform with any provided descriptions or be similar in appearance to any provided photographs, (iii) does not investigate or screen Opportunity Partners in any way, including with respect to their qualifications, experience, skills, or credentials, and (iv) makes no warranties regarding the existence, safety, quality, adequacy, merchantability, or fitness for a particular purpose of any Opportunity or that an Opportunity Partner will consummate any transaction.

2.3. You are solely responsible for determining your legal obligations in relation to any Opportunity, including as may relate to taxes. The Company does not provide legal advice. You understand and agree that Company is not providing representations or warranties about the qualifications, intentions, stability, or any other feature of Opportunity Partners, and as stated in Section 10, Company expressly disclaims any liability arising from any action or omission of an Opportunity Partner or liability, injury, or property loss or any other damage arising from or relating to your or any third party’s participation in any CSR Initiative, whether via the Service or otherwise. You hereby agree to indemnify, defend, and hold Company harmless from and against any claims, losses, or demands in connection with any third-party claims related to tax amounts arising from or related to any Opportunity you accept using the Service.

2.4. When you use the Service, you agree to promptly make payment to applicable Opportunity Partners in accordance with the Opportunity Terms. All users must abide by such other guidelines and policies that Company, Your Organization, and/or Opportunity Partners may provide with respect to the Service and in connection with any applicable Opportunity Terms. Without limiting the Company’s other rights to terminate this Agreement or your use of the Service, you acknowledge that the Company may terminate your use of the Service and this Agreement in the event that the Company determines (in its sole discretion) that you have breached any portion of this section. You hereby represent and warrant that (a) all information you provide to Company is truthful, current, complete, and accurate and you will update the information to maintain its accuracy; and (b) any payment you make is legal. We will not be held liable for any loss or damages due to your non-compliance with any applicable laws or regulations. Additionally, by using the Service, you understand and agree that your use of the Service and use or reliance upon any of the materials through the Service is solely at your own risk.

2.5. Section 2 shall apply only to CSR Initiatives.

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3. Representations and Warranties

You represent, warrant and covenant that, in connection with this Agreement, any applicable Opportunity Terms or the Service, you will not and will not attempt to: (i) violate any laws, third party rights or our other guidelines and policies; (ii) re-join or attempt to use the Service if the Company has banned or suspended you; (iv) defraud the Company or another user; or (v) use another user’s account or allow another person to use your user account. Any illegal activities undertaken in connection with the Service may be referred to the authorities.

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4. Ownership; Proprietary Rights

As between you and the Company, the Company owns all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Service and all usage and other data generated or collected in connection with the use thereof (the “Company Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of the Company Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying the Company Materials. The Company reserves the right to modify or discontinue the Service or any version(s) thereof at any time in its sole discretion, with or without notice.

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5. Third Party Sites

The Service may include advertisements or other links that allow you to access web sites or other online services that are owned and operated by third parties (including Opportunity Partners). You acknowledge and agree that the Company is not responsible and shall have no liability for the content of such third party sites and services, products or services made available through them, or your use of or interaction with them.

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6. Payments

6.1. General. Payment processing for subscriptions and services on the platform is provided by a third-party payment processor (“Payment Processor”) that we may utilize from time to time. The Company does not collect or store your credit card information. You can find out more about our privacy practices in our Privacy Policy. By providing a credit card or other payment method accepted by the Company and using the platform, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounter to proceed with the applicable subscription or service.

6.2. Payment. By signing up for any subscription or service and providing your payment information, you agree to pay us (and authorize our Payment Processor to charge you) the amounts you expressly choose to incur in connection with your use of the platform. Your ability to access services may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. All fees must be paid in Indian Rupee (INR) which may be accepted by the Company from time to time, as indicated at the time of payment) and are non-refundable.

6.3. Subscription Fees and Service Charges. The platform charges subscription fees and service charges, which may vary and are subject to change at any time at the sole and absolute discretion of the Company. These charges are for access to platform features and services.

6.4. Refunds. Payments made on the platform are final and non-refundable. The Company does not offer refunds for any subscription fees or service charges.

6.5. Transaction Processing. The platform uses a Payment Processor for payment processing services. By using the Payment Processor's services, you acknowledge that the Payment Processor is providing payment processing services for subscriptions and services, agree to the terms and conditions of the Payment Processor’s services, and agree to the collection, use, and disclosure practices by the Payment Processor as set forth in its Privacy Policy.

6.6. Information. You agree to provide all information requested by the Company and/or the Payment Processor to enable payment processing, verify your identity, satisfy reporting obligations, and comply with any legal or compliance requirements. You shall promptly notify the Company and/or the Payment Processor of any change or update to any information previously provided. You acknowledge that the Company may provide your transaction activity and other information related to payments made on the platform to the Payment Processor.

6.7. Modifications. The Company may change the Payment Processor upon notice to you. In such an event, you acknowledge that, as a condition of your continued use of the platform, you may be required to: (i) agree to different terms and conditions applicable to such Payment Processor, (ii) agree to a modified version of this Agreement, and/or (iii) provide all information and take such other actions as required by the Payment Processor in connection with its payment processing service. If you do not wish to comply with any of the foregoing requirements, your sole remedy shall be to cease using the platform.

6.8. Liability. You acknowledge that by entering into this Agreement, creating a platform account, and/or engaging in payments through the platform, you are also entering into separate agreements directly with the Payment Processor, and that the Company is not a party to such separate agreements and is not an affiliate of the Payment Processor. The Company does not control the Payment Processor or its performance of payment processing services and shall have no liability for any act or omission (including negligence) of the Payment Processor, or for any claim, demand, suit, damage, judgment, liability, loss, expense, or cost incurred by you related to the performance or non-performance of payment processing services by the Payment Processor, except to the extent that such liabilities arise from the gross negligence or willful misconduct of the Company.

6.9. Data. The Company shall have the right to retain all data and information collected through your use of the Payment Processor’s service and: (i) use such data and information for its internal business purposes, such as analyzing usage of the platform and informing the development of its products and services; and (ii) disclose such data and information in aggregate form in a manner that does not identify you. Additionally, the Company may disclose such data and information as required by law or legal process.

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7. Content

7.1. The Service may allow you and other users to upload, post and share text, images, audio and video, including in a manner such that it may be viewed by other end users of the Service (“Content”). You acknowledge that all Your Content is stored on and made available through the Service by the Company’s servers and not on your device.

7.2. You understand that all Your Content is provided to you through the Service only on an “as-available” basis and the Company does not guarantee that the availability of Your Content will be uninterrupted or bug free. You agree you are responsible for all of Your Content and all activities that occur under your user account.

7.3. You hereby grant the Company and Your Organization (and any third party organization for whose benefit this specific version of the Service has been made available) a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of Your Content, and to additionally distribute and publicly perform Your Content in connection with the Service and the Company’s and Your Organization’s (and any third party organization for whose benefit this specific version of the Service has been made available, and their successor’s) business, in any media formats and through any media channels. The Company agrees not to display Your Content in any advertising materials without your consent, other than the display of Your Content on web sites owned or controlled by the Company. You also hereby grant to each user of the Service a non-exclusive license to access, view and/or download Your Content as permitted by the functionality of the Service and this Agreement.

7.4 In connection with Your Content, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any of Your Content does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such of Your Content, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Service without your authorization, you may follow the process outlined at https://app.cyaag.com/dmca/ to notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.

7.5 You hereby acknowledge that you may be exposed to Your Content from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Your Content posted by Service users and does not have any obligation to monitor such content for any purpose.

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8. Prohibited Uses

As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You agree not to scrape or otherwise use automated means to access or gather information from the Service, and agree not to bypass any robot exclusion measures we may put into place. In addition, you agree not to use false or misleading information in connection with your user account, and acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).

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9. Termination

You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service, at any time and without notice. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that the Company shall not be liable to you or any third-party for any such termination. Sections 2.1, 2.2, 2.3, 2.4, 3, 4, 5, 6, 7.2, 7.3, 7.4, 8, 9, 10, 11, 12, 13 and 14 will survive any termination of this Agreement.

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10. Disclaimers; No Warranties

THE SERVICE AND ANY YOUR CONTENT, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS LICENSORS, SERVICE PROVIDERS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN CONNECTION WITH (I) ANY ACTIONS OF ANY OPPORTUNITY PARTNERS IDENTIFIED USING THE SERVICE; OR (II) INACCURATE DATA OR INFORMATION, PERTAINING TO OPPORTUNITY PARTNERS DISPLAYED THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT COMPANY PROVIDES DATA RELATING TO OPPORTUNITY PARTNERS SOURCED FROM PUBLICLY AVAILABLE DATA AND COMPANY SHALL HAVE NO OBLIGATION WHATSOEVER WITH RESPECT TO THE COMPLETENESS, INACCURATE DATA OR INFORMATION, IN CONNECTION WITH OPPORTUNITY PARTNERS DISPLAYED ON THE SERVICE AND THE YOUR DECISIONS WITH RESPECT TO OPPORTUNITY PARTNERS SHALL BE AT YOUR SOLE AND ABSOLUTE DISCRETION. WE EXPRESSLY DISCLAIM ANY CLAIMS, DEMANDS, LOSSES AND ANY OTHER LIABILITIES (“RELEASED CLAIMS”), AND YOU RELEASE US FROM ANY SUCH RELEASED CLAIMS, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, WHICH DIRECTLY OR INDIRECTLY ARISE FROM ANY ACTION OR OMISSION OF AN OPPORTUNITY PARTNER OR LIABILITY, INJURY, OR PROPERTY LOSS OR ANY OTHER DAMAGE ARISING FROM OR RELATING TO YOUR OR ANY THIRD PARTY’S (INCLUDING YOUR FAMILY MEMBERS’) PARTICIPATION IN ANY CSR INITIATIVES WHETHER VIA THE SERVICE OR OTHERWISE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RELEASED CLAIMS ARISING FROM ANY OF YOUR FAMILY MEMBERS AND/OR FRIENDS THAT MAY ACCOMPANY YOU FOR PARTICIPATING IN ANY SUCH VOLUNTEERING OPPORTUNITIES.

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11. Indemnification

You agree to indemnify and hold the Company and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Service or participation in any volunteer activities or activities, entry into or performance of any Opportunity, breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity, provided that the foregoing does not obligate you to the extent the Claim arises out of the Company’s willful misconduct or gross negligence. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

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12. Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS.

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13. Arbitration

13.1.Agreement to Arbitrate. This Section 13 is referred to herein as the “Arbitration Agreement”. The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement (“Claims”), shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). All Claims shall be resolved in accordance with Section 13.2 except for Claims with respect to users under the jurisdiction of the courts in India, which shall be resolved in accordance with Section 13.3.

13.2. Non-India Arbitration Agreement

13.2.1. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

13.2.2. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

13.2.3. Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 12. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.

13.2.4. Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

13.2.5. Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.

13.2.6. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

13.2.7. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

3.2.8. Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 13.2.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 13.2.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

13.3. India Arbitration Agreement.

13.3.1. This Agreement will be governed by the laws of India, without reference to rules governing choice of laws and each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Bangalore regarding any dispute with the Company relating in any way to this Agreement or your use of the Services.

13.3.2. You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to you to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.

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14. Miscellaneous

The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the Company electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Service that is not subject to arbitration under Section 13 shall be filed only in the state or federal courts in California (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by the Company as set forth herein.

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15. More Information; Complaints

‍The services hereunder are offered by Cyaag Inc <Full Address>, USA except for users with jurisdiction in India for whom the services hereunder are offered by CYAAG TECHNOLOGIES PRIVATE LIMITED, Villa 176,Adarsh Palm Retreat Devara Beesanahalli,Bellandur, Bangalore – 560103. India]. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.