2. Given the nature of this assignment, Scaale's work will be based upon the information and representations supplied by the members and investors of Scaale. Scaale assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all respects. Scaale shall not be responsible for any losses, damages, costs or other consequences, if information material to the relevant transaction is withheld or concealed or misrepresented.
3. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future made by Scaale.
4. The information provided is not intended to provide the sole basis for evaluating one's decision and/or should not be considered a recommendation with respect to, any transaction or other matter. Prior to entering into any transaction, you should determine, without reliance on Scaale, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction.
5. In this regard, by accepting this T&C, you acknowledges that (a) Scaale is not in the business of providing legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management as to such legal, tax and accounting advice (and any risks associated with any transaction) and Scaale disclaimer as to these matters.
6. Scaale does not provide tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Scaale to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer.
7. Any information provided by you should be: (a) true, accurate, current and complete and (b) you are also required to maintain and promptly update such information. If you provide any information that is untrue, inaccurate, not current or incomplete, or Scaale has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Scaale has the right to suspend or terminate your account (if you are a member or an investor) and refuse any and all current or future use of any servicesprovided by us (or any portion thereof).
8. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under its password or account. You agree to (a) immediately notify Scaale of any unauthorised use of its password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Scaale cannot and will not be liable for any loss or damage arising from failure of yours to comply with this T&C.
9. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.
10. Youagree to indemnify and hold Scaale, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of content you submit, post, transmitor makes available through the services provided by us, the violation of the T&C or of any rights of another by you.
11. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the information provided by us, including any intellectual property rights of Scaale or any person firm or corporation having posted information for availability through the services provided by us.
12. You expressly understand and agree that Scaale shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Scaale has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the services provided by us; (ii) unauthorized access to or alteration of transmissions or data of yours; (iii) statements or conduct of any third party; (iv) any agreement, understanding or relationship youenter into with any of the Contributors or any other person or entity with whom it has been put in contact through the Scaale website; or (v) any other matter relating to the services provided by us.
13. Youagree that Scaale, in its sole discretion, may terminate the password, account (or any part thereof) of yours, for lack of use or if Scaale believes that you have violated or acted inconsistently with the letter or spirit of the T&C. Scaale may also in its sole discretion and at any time discontinue providing any of its services, or any part thereof, with or without notice. You agree that any termination of your access to the any of the services under any provision of this T&C may be effected without prior notice, and acknowledges and agrees that Scaale may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files. Further, you agree that Scaale shall not be liable to you or any third-party for any termination of its access to the services provided by Scaale.
14. The correspondence or business dealings, or participation in promotions of, advertisers found on or through the services provided by Scaale by you, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such business, promoter or advertiser. You agree that Scaale shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such businesses, promoters or advertisers on the services provided by us.
15. Scaale agrees to keep confidential all information received from you during the execution of this engagement. However, such confidential information shall not include information (including, but not limited to ideas, concepts, know-how, techniques and methodologies) previously known to Scaale and within the public domain or independently developed by Scaale in the course of execution of this engagement or acquired by Scaale from a third party which is not, to Scaale's knowledge, under an obligation to you not to disclose such information or which is or becomes publicly available through no breach by Scaale.
16. In the event Scaale receives a validly issued administrative or judicial process requiring disclosure of any confidential information, Scaale shall be entitled to disclose such information in order to comply with such administrative or judicial process.
17. To the extent information provided by Scaale includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed with the managements of the members of Scaale and/or other potential transaction participants or obtained from public sources, Scaale has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements.
18. The information provided by Scaale is for informational purposes only and is not intended to be legal advice or investment advice and should not be relied on for such purposes. In addition the facts and circumstances of each start-ups company are different and may be fluid and unpredictable. Thus advice must be sought from well- informed legal, investment, tax, financial and management professionals.
19. Scaale shall have no liability of any nature, whether in contract, or otherwise, for any losses whatsoever and howsoever caused, from or in any manner connected with any of the services provided by us.
20. Scaale reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services (or any part thereof) provided by us with or without notice. You agree that Scaale shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services. It is your responsibility to review these T&C periodically for updates/changes.
21. You acknowledge and agree that the servicesprovided by us and any necessary software used in connection with such services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content contained in sponsor advertisements or information presented to you through the services provided by us or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Scaale or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the services or the software, in whole or in part. Scaale grants you a personal, non-transferable and non-exclusive right and license to use such services, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Scaale website, the software or the content. You agree not to access the services provided by us by any means other than through the interface that is provided by Scaale for use in accessing such services.
22. Scaale, the Scaale logo, the Scaale design, and the Scaalestylized trademarks and service marks, and other Scaale logos and product and service names are trademarks of Scaale (the "Scaale Marks"). Without Scaale's prior permission, the user of the Scaale website agrees not to display or use in any manner, the Scaale Marks.
23. Any dispute, controversy, or claim arising out of or relating to this T&C or the validity, interpretation, breach or termination thereof ("Dispute"), including claims seeking redress or asserting rights under the applicable law shall be amicably settled through mutual consultation and escalation.
24. If the Dispute is not settled amicably as aforesaid within a period of  (Fourteen) calendar days, the matter would be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Arbitration shall be presided over by a sole arbitrator appointed by Scaale. The arbitration proceedings shall be conducted in the English language. The venue for the arbitration proceedings shall be Mumbai.
25. This T&C shall be governed by and construed in accordance with the laws of India and, subject to this Clause of Arbitration, We and You agree and undertake that any controversy or claim arising out of or relating to these T&C will be adjudicated exclusively before a competent court in Mumbai, India only.
26. If any part of these T&C is determined to be invalid or unenforceable pursuant to the Applicable Laws then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these T&C will continue in effect.