TERMS OF SERVICE AGREEMENT

LAST REVISION: 07-12-2020

PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BY USING THIS WEBSITE OR ORDERING PRODUCTS FROM THIS WEBSITE YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Terms of Service Agreement (the "Agreement") governs your use of this website, https://www.bidaal.com (the "Website"), Bidaal Technology Private Limited ("Business Name") offer of products for purchase on this Website, or your purchase of products available on this Website. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. Bidaal Technology reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website. Bidaal Technology will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website. Your use of the Website following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. Bidaal Technology encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing use of the Website. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with Bidaal Technology for other products or services. If you do not agree to this Agreement (including any referenced policies or guidelines), please immediately terminate your use of the Website. If you would like to print this Agreement, please click the print button on your browser toolbar.

PRODUCTS

Terms of Offer. This Website offers for sale certain products (the "Products"). By placing an order for Products through this Website, you agree to the terms set forth in this Agreement.

Customer Solicitation: Unless you notify our third party call center reps or direct Bidaal Technology sales reps, while they are calling you, of your desire to opt out from further direct company communications and solicitations, you are agreeing to continue to receive further emails and call solicitations Bidaal Technology and its designated in house or third party call team(s).

Opt Out Procedure: We provide 3 easy ways to opt out of from future solicitations. 1. You may use the opt out link found in any email solicitation that you may receive. 2. You may also choose to opt out, via sending your email address to: bidaaltech@outlook.com

Proprietary Rights: Bidaal Technology has proprietary rights and trade secrets in the Products. You may not copy, reproduce, resell or redistribute any Product manufactured and/or distributed by Bidaal Technology. Bidaal Technology also has rights to all trademarks and trade dress and specific layouts of this webpage, including calls to action, text placement, images and other information.

Sales Tax. If you purchase any Products, you will be responsible for paying any applicable sales tax.

Refer to "Terms and Condition" for more Information

WEBSITE

Content; Intellectual Property; Third Party Links. In addition to making Products available, this Website also offers information and marketing materials. This Website also offers information, both directly and through indirect links to third-party websites, about nutritional and dietary supplements. Bidaal Technology does not always create the information offered on this Website; instead the information is often gathered from other sources. To the extent that Bidaal Technology does create the content on this Website, such content is protected by intellectual property laws of the India, foreign nations, and international bodies. Unauthorized use of the material may violate copyright, trademark, and/or other laws. You acknowledge that your use of the content on this Website is for personal, noncommercial use. Any links to third-party websites are provided solely as a convenience to you. Bidaal Technology does not endorse the contents on any such third-party websites. Bidaal Technology is not responsible for the content of or any damage that may result from your access to or reliance on these third-party websites. If you link to third-party websites, you do so at your own risk.

Use of Website; Bidaal Technologyis not responsible for any damages resulting from use of this website by anyone. You will not use the Website for illegal purposes. You will (1) abide by all applicable local, state, national, and international laws and regulations in your use of the Website (including laws regarding intellectual property), (2) not interfere with or disrupt the use and enjoyment of the Website by other users, (3) not resell material on the Website, (4) not engage, directly or indirectly, in transmission of "spam", chain letters, junk mail or any other type of unsolicited communication, and (5) not defame, harass, abuse, or disrupt other users of the Website

License. By using this Website, you are granted a limited, non-exclusive, non-transferable right to use the content and materials on the Website in connection with your normal, noncommercial, use of the Website. You may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express written authorization from Bidaal Technology or the applicable third party (if third party content is at issue).

Posting. By posting, storing, or transmitting any content on the Website, you hereby grant Bidaal Technology a perpetual, worldwide, non-exclusive, royalty-free, assignable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and assign such content in any form, in all media now known or hereinafter created, anywhere in the world. Bidaal Technology does not have the ability to control the nature of the user-generated content offered through the Website. You are solely responsible for your interactions with other users of the Website and any content you post. Bidaal Technology is not liable for any damage or harm resulting from any posts by or interactions between users.

INDEMNIFICATION

You will release, indemnify, defend and hold harmless Bidaal Technology, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement; (2) the Website content or your use of the Website content; (3) the Products or your use of the Products (including Trial Products); (4) any intellectual property or other proprietary right of any person or entity; (5) your violation of any provision of this Agreement; or (6) any information or data you supplied to Bidaal Technology. When Bidaal Technology is threatened with suit or sued by a third party, Bidaal Technology may seek written assurances from you concerning your promise to indemnify Bidaal Technology; your failure to provide such assurances may be considered by Bidaal Technology to be a material breach of this Agreement. Bidaal Technology will have the right to participate in any defense by you of a third-party claim related to your use of any of the Website content or Products, with counsel of Bidaal Technology choice at its expense. Bidaal Technology will reasonably cooperate in any defense by you of a third-party claim at your request and expense. You will have sole responsibility to defend Bidaal Technology against any claim, but you must receive Bidaal Technology prior written consent regarding any related settlement. The terms of this provision will survive any termination or cancellation of this Agreement or your use of the Website or Products.

Terms and Conditions

BIDAAL TECHNOLOGY PRIVATE LIMITED , a company incorporated in India, having its registered office at HOUSE NO-2 M-61,2M - BLOCK, NH-2,FARIDABAD, FARIDABAD, Faridabad, Haryana, India, 121001 with registration number as U72900HR2020PTC084922 (hereinafter referred to as " SELLER" which expression shall, unless repugnant to the context in which it is used, include its successors and permitted assigns) of the ONE PART;

Each Seller and Buyer may be referred to in this Agreement individually as the " PARTY" and collectively as " PARTIES".

WHEREAS

1. The Seller is engaged in the business of Hardware/IoT/Software Products
2. The Buyer approached the Seller and desires to purchase the good and services sold by the Seller in accordance with the terms and conditions set forth in this Agreement.
3. The Seller and the Buyer are now desirous of entering into this Agreement to record their understanding, define their mutual rights and obligations and the terms and conditions in relation to the sale of goods and services to the Buyer from the Seller.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

   1. Definitions : In this Agreement, unless the contrary intention appears and/or the context otherwise requires, capitalised terms defined by: (i) inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:

      "Agreement" means this agreement and all its modifications from time to time in accordance with its terms, together with all schedules, annexures and exhibits hereto;

      "Applicable Law" includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, as may be applicable;

      "Business Day" means any day of the week (excluding Saturdays, Sundays and public holidays) or a day on which banking institutions in India are open for general business;

      "Confidential Information" shall mean and include, without limitation, all proprietary, confidential information (whether oral or recorded in any medium), including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, passwords or codes, formulae, technology, designs and other intellectual property, information, concefinances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval, concerning the past, current or future business, activities and operations of the Seller or any other information relating to the Seller which could be reasonably regarded as confidential;

      "Delivery Date" shall mean the meaning assigned to it in Clause 2 in this Agreement;

      "Effective Date" shall mean the date on which this Agreement is entered into force;

      "Force Majeure events" shall mean events such circumstances which are beyond the control of the Parties making the performance of the Agreement impracticable or illegal or inadvisable or impossible including events but not limited to acts of God, natural disaster, man-made disaster, war, civil war, riots, acts or threats of terrorism, fire, flood, tsunami, labour strikes or disruptions, hurricane, typhoon, cyclone, earthquake, lightning, explosion, strikes, lockouts, slowdowns, medical disease, epidemic, pandemic, medical outbreak, curtailment of transportation facilities, shortage of energy supplies, acts of state or governmental action, .other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts.

      "INR"/ "Rs." means Indian Rupees, the lawful currency of the Republic of India;

      "Intellectual Property Rights" shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, current or future and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

      "Hardware Product" shall mean the electronic/IoT device to be sold or delivered by BIDAAL TECHNOLOGY

      "Product" shall mean the combination of hardware and software to be sold or delivered.

      "Purchase Order" shall mean the meaning assigned to it in Clause 2 in this Agreement;

      "Service" shall mean the giving specific/outsourced service by BIDAAL TECHNOLOGY

      "Software Product" shall mean computer software programs sold or delivered by BIDAAL TECHNOLOGY, whether pre-loaded or provided separately and related licensed materials.

      "Trade Secret" shall mean information, including a formula, pattern, compilation, program, device, method technique, or process that derives independent economic value, actual or potential, from being not generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, including but not limited to the patented information and processes as well as the unpatented information and processes comprising, underlying, arising from, and associated with the Seller.

   2. Interpretation : In this Agreement, unless the context requires otherwise:
      1. The headings are inserted for ease of reference only and shall not affect the construction or interpretation of this Agreement;
      2. References to one gender include all genders;
      3. Any reference to any enactment of statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted (with or without modification) and includes all instruments or orders made under such enactment;
      4. Words in the singular shall include the plural and vice versa;
      5. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day if the last day of such period is not a Business Day; and whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day.
      6. any-reference-of-quot-days-quot-would-mean-quot-calendar-days-quot-and-similarly-reference-of-year-and-month-would-mean-quot-calendar-month-quot-and-quot-calendar-year-quot-and">1.2.6Any reference of "days" would mean "calendar days" and similarly reference of year and month would mean "calendar month" and "calendar year"; and
      7. Any reference to "in writing" shall also include intimation by email.
2. SALE OF GOODS
   1. The Buyer shall place Purchase Order of the Products with the Seller (" Purchase Order"). Seller shall make available for sale the Products as per the received Purchase Order by the Buyer.
   2. The Purchase Order shall include all of the following particulars to be duly filled by the Buyer:

      1. each Product that the Buyer is ordering, identified by model or part number;

      2. the amount of each Product it is ordering;
      3. the unit price of each Product it is ordering;
      4. the location for delivery; and

      5. the delivery date, allowing reasonable time for the Seller to receive, review, process the Purchase Order and deliver the Products (" Delivery Date").

   3. The Seller shall notify the Buyer within 15 business days whether it is accepting or rejecting the Purchase Order of the Buyer. The Seller may propose a modification to the Purchase Order by duly notifying the Buyer.
3. PURCHASE PRICE AND PAYMENTS (Negotiable)

   Payment Date	Payment Amount ( % of Total Amount)
   1 month prior to delivery	25%
   Within 2 week after Delivery	50%
   Within 2 months after delivery	25%

4. DELIVERY/DETAILS OF PRODUCT

   No. of Hardware Product
   Price per Hardware Product
   Annual Subscription Fee for Software
   Extended Warranty (Y/N)
   Delivery Date (Negotiated)

5. TITLE AND INTELLECTUAL PROPERTY OWNERSHIP
   1. Title to the product shall remain with the Seller until the Buyer accepts the delivery.
   2. The Seller shall remain the owner of all the Intellectual Property including the trade secret associated with the product.
   3. The Buyer shall not use, alter, duplicate or reproduce any of Seller's name, logotype, trademark, Trade Secret, Intellectual Property Rights and Confidential Information in whatsoever way, without the Seller's prior written consent.
   4. Subject to any license explicitly granted under this agreement necessary for the Buyer's use of a Product that incorporates the software product, no transfer of any right, interest, or ownership of any Intellectual Property Rights associated with the product will occur under this Agreement.
   5. The Buyer shall not violate, infringe, breach, question or challenge directly or indirectly Seller's Trade Secret, Confidential Information, or Intellectual Property Rights and agrees that the Seller shall have the right to terminate this Agreement immediately in the event of such violation, infringement, breach, question or challenge.
6. FORCE MAJEURE

   Neither party will be liable for performance delays nor for non-performance due to any Force Majeure Event(s), except for payment obligations as described under Clause 3 under this Agreement.

7. TERMINATION This agreement shall be terminated by the Seller on the grounds including but not limited to as specified below:
   1. Fraud: The Buyer has acted in a fraud, negligent, unauthorized, or malicious manner.
   2. Warranty: Any representation or warranty made or deemed to be made by the Buyer under or in relation to this Agreement is incorrect in any respect and the Buyer fails to remedy such breach within 30 days from the date of receipt of Seller's notice thereof;
   3. Breach: The Buyer commits any breach of or omits to observe any of the terms and conditions, obligations or undertakings as set out in this Agreement and it fails to remedy such breach or omission within 30 days from the date of receipt of the Seller's notice thereof;
   4. Insolvency or bankruptcy proceedings: Any insolvency or bankruptcy proceedings are initiated against the Buyer or any petition is filed for the initiation of insolvency or bankruptcy against the Buyer in any court of law.
   5. Cessation of business: The Buyer suspends, ceases, takes steps to suspend or cease to carry on its business (other than in the case of labour disputes, strikes and the like) and the same continues for more than 30 days;
   6. Non-payment: The Buyer fails to pay the purchase price which is due to the Seller in accordance the terms and conditions of this Agreement and/or other mutually agreed payment terms and it fails to remedy such breach within 30 days of receipt of Seller's notice thereof;
8. REPRESENTATIONS AND WARRANTIES
   1. Both the Parties represent and warrant to the other that each of them has requisite power and authority to execute and deliver this Agreement and to perform its obligations as contained in this Agreement.
   2. Both the Parties represent and warrant to the other that the execution, performance and delivery of this Agreement does not conflict with any other contract, bye-laws, judgment, order to which it is bound.
   3. The Seller represents and warranties that the products are free and at the time of delivery will be free, from any security interest or any other lien or encumbrance.
   4. The Seller represents and warranties that there are no outstanding titles or claims to the rights of the Seller in the products.
   5. The Buyer represents and warranties that the Buyer has not relied on and Seller has not made any representations or warranties with respect to the quality and/or conditions of the products and the Buyer is purchasing the products on "as is" basis.
9. MISCELLANEOUS
   1. Non-exclusive agreement : Seller reserves the right to offer the products or services of any kind or nature whatsoever to any person or entity as Seller, in its sole discretion, deems appropriate. Buyer acknowledges that this Agreement is a non-exclusive agreement and the Seller markets its services and/or products to other entities.
   2. Jurisdiction : This Agreement shall be subject to the provisions of Clause 10.3 and shall be subject to the exclusive jurisdiction of the courts of Haryana.
   3. Dispute Resolution :
      1. The Parties shall attempt in good faith to resolve any disputes, differences or claims arising out of or relating to this Agreement promptly by negotiation amongst the management or authorized representatives of the Seller and the Buyer.
      2. Any dispute or claim which is not amicably settled between the Parties within 30 days of written notice of such dispute or claim having been furnished by the complaining Party to the other Party, shall be resolved by final and binding arbitration of a sole arbitrator, to be nominated by mutual agreement between the Parties, and who shall not be directly connected with the matter. The arbitration shall be held in accordance with the Indian Arbitration and Conciliation Act, 1996 as amended from time to time. The venue of arbitration shall be Haryana unless an alternate location is acceptable to both Parties. The arbitration proceedings shall be conducted in the English Language and a record of the proceedings shall be maintained in English.
      3. Neither the existence of any dispute nor the fact that any arbitration is pending hereunder shall relieve any of the Parties of their respective obligations under this Agreement.
      4. Parties shall bear equally the costs of the arbitration. Each Party shall pay its own attorneys' fees, witness fees and other expenses incurred for its own benefit.
   4. Entire Agreement :This Agreement and any documents referred to in it contain the entire agreement between the Parties, and supersedes any prior agreements, representations or communications, written or oral, amongst them relating to its subject matter. Amendments may be made to this Agreement at any time, if mutually agreed upon in writing.
   5. Partial Invalidity : If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of such provision and/or this Agreement and the application of such provision to persons or circumstances other than those which are held to be invalid or unenforceable shall not be affected thereby, and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by the Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the invalid and unenforceable provision.
   6. Waiver :The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or the waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Any waiver must be in writing and signed by the Party sought to be bound.
   7. Assignment : This Agreement shall not be assigned by the Buyer to any third party except in the case of its merger or consolidation wherein the resultant entity explicitly acquires the obligations set here forth in this Agreement. It is expressly declared by the Buyer that he does not intend this Agreement to confer upon or give to any other third party any right, claim, cause of action, or other interest herein. Notwithstanding the above, the Seller shall have the right to assign this Agreement to any of its subsidiaries, affiliates or group companies without seeking prior consent of the Buyer.
   8. Independent Remedies : Termination of this Agreement shall be without prejudice to any right that the Seller may have in respect of any breach by the Buyer of any of the provisions of this Agreement, which may have occurred prior to such termination.
   9. Survival :The provisions of this Agreement, which by their nature are intended to survive the termination or expiration of this Agreement, including without limitation, the provisions of Clause 3 (Purchase Price and Payments) to the extent the due and pending payments are made in full to the seller by the buyer, Clause 5 (Title and Intellectual Property Ownership), Clause 8 (Representations and Warranties) and Clause 9 (Miscellaneous) shall survive the termination of this Agreement.
   10. Counterparts : This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in "portable document format" (".pdf") shall be as effective as signing and delivering the counterpart in person.
   11. Non -Partnership: Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or constitute either Party the agent of the other for any purpose.