TERMS AND CONDITIONS OF USE FOR DEALER PORTAL

1. GENERAL; AGREEMENT TO TERMS; GENERAL

These Terms and Conditions of Use ("Terms") are entered into by and between you and NITCO LIMITED ("NITCO"). In consideration of your use of and access to the Dealer Portal (the "Site"), and the promises and obligations herein, and intending to be legally bound, you and NITCO hereby agree as follows:

a. This Site may be accessed and used solely by dealers of ("NITCO") and their employees or agents. If you are not a Dealer, you must discontinue use of the Site and services provided on or through the Site. Each Dealer is responsible for compliance with these Terms by the individual users whom it has authorized, through its Administrator user, to use this Site.

b. Your access to and use of this Site is subject to and governed by these Terms. By the use of this site by a Dealer, its employees or agents, the Dealer is agreeing to comply with and will be deemed to be bound by these terms and all applicable laws and regulations in connection with the use of the site by the Dealer, its employees or agents. If you do not agree to be bound by these Terms and all applicable laws and regulations you are required to leave the Site and discontinue use of the Site and services provided on or through the Site.

c. Among other things, this Site provides general information concerning NITCO’s products. Accessing the Dealer Portal requires registration. NITCO reserves the right to refuse to allow registration for or access to the Dealer Portal to any person or entity, for any reason, at any time, in its sole discretion.

d. These Terms and the information provided on the Site do not modify or supersede and in no way override the terms and conditions of any written dealer agreement or other contract between you and NITCO. IN CASE OF A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF YOUR DEALER AGREEMENT AND THESE TERMS, THESE TERMS WILL CONTROL, BUT ONLY WITH RESPECT TO YOUR ACCESS AND USE OF THIS SITE.

e. You may not use any automatic device, extraction tool, robot, program or technology, or any equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or Content (as defined below), or in any way reproduce, circumvent or modify the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Site.

2. CHANGES IN TERMS; TERMINATION.

NITCO shall have the right, in its sole discretion, at any time and without prior notice, to revise these Terms or to impose new terms and conditions with respect to access to or use of the Site. Such revisions and additions shall be effective immediately upon notice thereof, which may be given by any means, including but not limited to posting the revised or additional terms and conditions on the Site. The date of the last revision of the Terms will appear at the top of these Terms. You are responsible for reviewing the Site periodically for any modification to these Terms. You agree that you shall be deemed to be apprised of and bound by any revisions or additions by NITCO to the Terms. Your continued use of the Site with any such changes to the Terms constitutes your acceptance of the new Terms, whether or

Not you actually reviewed them. No modification to these Terms by any party other than NITCO shall be valid or enforceable against NITCO unless expressly agreed to by NITCO in writing signed by a duly authorized officer of NITCO.

3. DISCONTINUED OPERATION OF SITE.

NITCO shall have the right, in its sole discretion, without notice and at any time and for any reason to discontinue operation of the Site, or any portion thereof, or any products or services offered through, if any, or advertised on this Site, or to terminate yours or any individual's access to or use of the Site. NITCO shall also have the right to terminate your access to the Site at any time, in its sole discretion, for any or no reason and in such case you will not be able to access certain features of the Site. The restrictions imposed on you, the disclaimers, indemnities and limitations of liability set forth in these Terms shall survive any termination of the Site or your use thereof.

4. SITE CONTENT; TRADEMARK AND COPYRIGHT.

The text, images, photographs, graphics, logos, illustrations, descriptions, data and other material provided on the Site, as well as the selection, assembly and arrangement thereof, are referred to collectively as the “Content.”

The Content may contain errors, omissions, or typographical errors or may be out of date. NITCO may change, delete, or update any Content at any time and without prior notice. The Content is provided for informational and promotional purposes only and is not binding on NITCO in any way except to the extent it is expressly provided to be so.

Unless otherwise noted, all Content is protected by copyrights, trademarks, service marks, and other proprietary rights that are owned by NITCO LIMITED . You may view and use the Content only to publish, display or produce marketing materials with the purpose to sell NITCO products. You may not otherwise use, reproduce, copy, modify, transmit, display, publish, sell, license, publicly perform, distribute or commercially exploit any of the Content. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) without the express, written consent of NITCO. Any use of the Content, except as specifically permitted in these Terms or as otherwise expressly permitted in the Content or in a writing signed by an authorized representative of NITCO is strictly prohibited and actionable.

5. LINKED THIRD PARTY SITES.

Links to other websites operated by third parties, including any Partners, do not constitute sponsorship, endorsement, or approval by NITCO of the content, policies, or practices of such linked sites. Linked sites are not operated or controlled by NITCO, and NITCO is not responsible for the availability, content, policies, or practices of linked sites, including without limitation privacy policies or practices. Links to other sites are provided for your convenience only, and you access them at your own risk.

6. REGISTRATION; DEALER ACCOUNTS; USE OF SITE.

Dealer agrees that the user information in the “My Profile” area that is provided by Dealer in connection with registration is true, accurate, current and complete in all respects and agrees to notify NITCO as soon as possible of any changes. Dealer information may be updated by logging into the account and visiting the “My Profile” area of the Site.

7. PASSWORDS

Dealer is responsible for maintaining the confidentiality of account information, including your password, and for all activity that occurs under your account. You will not disclose your password to unauthorized individuals. You agree to notify NITCO immediately of any unauthorized use of your account or password, or any other breach of security. You shall be liable for any losses/damages incurred by NITCO or any other users of the Site due to any unauthorized access using your password or Dealer account. You may not use anyone else's password or Dealer account. You will not attempt to gain unauthorized access to the Site, and if you attempt to do so, or assist others in making such attempts, then NITCO may terminate your online account and take necessary disciplinary action agaisnt such user.

You are solely responsible for changing your password from time to time. The Site may, but NITCO is not required to prompt you to change your password periodically, and your access to the site may be interrupted if you fail to do so.

By accessing any part of this Site that is password protected you are agreeing you are the proper and authorized individual/user of the username and password being used to obtain access. Unauthorized individuals may be subject to prosecution.

8. E-MAIL ALERTS

From time to time, automatic E-mail alerts are sent to Dealers concerning important product updates or changes exclusively as a Dealer convenience. Email alerts may be delayed or prevented by a variety of factors. NITCO neither guarantees the delivery nor the accuracy of the contents of any alert. NITCO is not liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance of an alert.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY AS TO THE SITE AND CONTENT.

NEITHER NITCO, ANY PARTNERS OF NITCO NOR ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES MAKES ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SITE OR ANY LINKED SITE OR ITS CONTENT, INCLUDING THE AVAILABILITY OF THE SITE OR THE CONTENT, INFORMATION AND MATERIALS ON IT OR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THAT CONTENT, INFORMATION AND MATERIALS. NITCO, PARTNERS OF NITCO AND THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES ALSO DO NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO OR USE OF THE SITE OR ANY LINKED SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY LINKED SITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, ALL CONTENT, INFORMATION AND MATERIAL PROVIDED ON THE SITE IS PROVIDED TO USERS "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THE “AS IS” CONDITION OF THE CONTENT, INFORMATION AND MATERIALS PROVIDED ON THIS SITE OR ANY LINKED SITE IS EXPRESSLY MADE A CONDITION OF ANY TRANSACTION ARISING THROUGH OR AS A RESULT OF THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES.

While NITCO takes reasonable steps to safeguard and to prevent unauthorized access to your personal information, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your personal information.

UNDER NO CIRCUMSTANCES SHALL NITCO, ANY PARTNERS OF NITCO, ANY OF THEIR RESPECTIVE AFFILIATES OR RELATED ENTITIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS SITE OR ITS CONTENT OR ANY LINKED SITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF NITCO OR ANY OF ITS PARTNERS ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS NITCO, ITS PARTNERS AND THEIR RESPECTIVE AFFILIATES AND RELATED ENTITIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, AND COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS'  FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OR YOUR ACCESS TO OR USE OF THIS SITE AND ANY PRODUCTS OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE. THE FOREGOING INDEMNIFICATION OBLIGATION SHALL SURVIVE TERMINATION OF THESE TERMS AND THE SITE AND ANY PRODUCT OR SERVICE PROVIDED TO YOU ARISING OUT OF OR RELATING TO YOUR USE OF THIS SITE.

11. MISCELLANEOUS.

Entire Agreement-- These Terms constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral terms and conditions of use between the parties with respect to such subject matter. These Terms and Conditions of Use do not supersede any written dealer agreements or other agreements between you and NITCO or between you and NITCO or any Partner.
Waiver and Severability -- No waiver by NITCO of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any other provisions of the Terms. The headings and captions in these Terms are intended for convenience only and shall in no way affect the interpretation of the Terms.

The relationship between the Parties shall be that of Principal to Principal and nothing contained in this Agreement shall be construed as creating any joint venture, collaboration, agency or any other relationship and/or authorizing either Party to conduct itself in such a manner so as to give an impression to any third party that such Party is authorized to bind the other Party or to create any obligations on behalf of such other Party, except as provided under this Agreement.

Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties hereto, any rights or remedies under or by reason of this Agreement or any transaction contemplated by this Agreement.

Waiver of Trial by Jury --

Statute of Limitations -- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Nonperformance or Delay in Performance -- NITCO and its Partners shall not be liable for any nonperformance or delay in performance caused by any act beyond their reasonable control.

Arbitration - The Parties shall make every effort to resolve amicably by direct informal negotiation any disagreement or dispute arising between them out of or in connection with this Agreement, its existence, validity and/ or interpretation.

It is hereby agreed by and between the Parties hereto that in case of any claim, dispute or difference arising between the Parties, with regard to the terms and conditions of this Agreement or relating to the interpretation thereof whether, during the subsistence of this Agreement or thereafter, the same shall be referred to a sole arbitrator, to be appointed by the NITCO.

The arbitration proceedings shall be conducted in accordance with the provisions of the Arbitration & Conciliation Act 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be held in Mumbai and the proceedings shall be conducted in the English Language. The Parties herby agree that pending the outcome of the Arbitration proceedings the Parties shall be bound to perform their obligations under the Agreement. The award passed by the sole arbitrator shall be final and binding upon the Parties.

Jurisdiction and Venue -- Access to or use of this Site shall not be construed as the purposeful availment by NITCO or any of its Partners of the privilege or benefits of doing business in any state or legal jurisdiction other than the INDIA. These Terms, and any disputes of any kind between you and NITCO, shall be governed by and construed in accordance with the laws of the INDIA, without regard to its conflicts or choice of law's provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, these Terms, use of this Site shall be in the competent courts located in the MUMBAI.

This Site may be unavailable from time to time, including for system maintenance and upgrades.
The Company may terminate access privileges, take DISCIPLINARY ACTION up to and including discharge, and institute civil or criminal proceedings for violations of the Company's policies, process guidelines, or behavior guidance.