Terms of Use

1. SCOPE

• H.L. Agro Products Private Limited,having its registered office at 7/105 (C), Block B, Swaroop Nagar, Kanpur – 208002, Uttar Pradesh, India, under the brand name ‘HL Agro’ (hereinafter referred to as “HL” or “Us” or “Our” or “We”, which also includes Our affiliates, successors and assigns), is the exclusive owner of the internet resources and domain, https://hlagro.com on the world wide web (hereinafter referred to as the “Website”).
• These terms and conditions (hereinafter referred to as the “Terms of Use”) has been published inter aliain compliance with the provisions of the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000 (including the rules, regulations, circulars, guidelines and notifications made / promulgated / issued thereunder (hereinafter collectively referred to as the “Cyber Security Laws”, as each of them may be amended, modified, supplemented, consolidated and / or re-enacted, from time to time).

2. NATURE AND APPLICABILITY OF TERMS

• Please carefully go through these Terms of Use and the privacy policy available at https://hlagro.com/privacy-policy/ (hereinafter referred to as the “Privacy Policy”) before you decide to access the Website or authorize any other person in writing to access the Website on your behalf. These Terms of Use and the Privacy Policy together constitute the legal agreement (hereinafter collectively referred to as the “Agreement”) between each User (as defined below) and HL in connection with a User accessing the Website. The Agreement defines the terms and conditions under which a User is allowed to use the Website, either by themselves or by authorizing another person to do so, and describes the manner in which HL shall treat a User’s information / personal information / data (submitted on the Website) and the manner in which such information / personal information / data of a User shall be stored on the Website. If a User has any questions about any part of the Agreement, feel free to contact Us at marketing@hlagro.com. Further, while HL is not responsible for verifying the accuracy of any such information provided by you, HL reserves the right to block or deny your access of the Website, at the sole and absolute discretion of HL, inter alia if the data or information submitted by you appears to be erroneous, incomplete, incorrect or fraudulent. Further,

• The Agreement applies to any visitors of the Website, irrespective of whether such visitor is a general visitor or a client, customer, vendor or supplier of HL or any authorized employees thereof (hereinafter collectively referred to as the “User(s)” and individually as a “User”).

• If you are an employee, associate, consultant, intern, relative, representative or are in any way associated to any User of the Websiteand such User has authorized you, explicitly or implicitly, to access / use the Website on behalf of such User, the Agreement will be deemed to be a three-way agreement between you, such User and HL. Both the User and HL shall have the right to seek recourse against you for any violation of the terms of the Agreement.

• BY ACCESSING THE WEBSITEOR BY OTHERWISE GIVING US INFORMATION, EACH USER WILL BE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS OUTLINED IN THE AGREEMENT AND AGREES TO BE BOUND BY THE AGREEMENT. THE AGREEMENT SUPERCEDES ALL PREVIOUS ORAL AND WRITTEN TERMS AND CONDITIONS (IF ANY) COMMUNICATED TO A USER, RELATING TO ACCESSING THE WEBSITE. WE RESERVE THE RIGHT TO CHANGE, MODIFY, ADD OR DELETE ANY TERMS OF THE AGREEMENT, AT OUR SOLE DISCRETION, AT ANY TIME, WITH OR WITHOUT ADVANCE NOTICE. ANY SUCH CHANGE, MODIFICATION, ADDITION OR DELETION OF THE AGREEMENT OR ANY TERMS THEREOF SHALL BE PUBLISHED ON THE WEBSITE TO ENABLE USER(S) TO REVIEW THE SAME. PROVIDED THAT APART FROM SUCH PUBLICATION ON THE WEBSITE, HL SHALL BE UNDER NO OBLIGATION TO INFORM OR INTIMATE THE USER(S) OF ANY SUCH CHANGE, MODIFICATION, ADDITION OR DELETION AND EACH USER WILL BE RESPONSIBLE TO ACCESS THE WEBSITE TO APPRICE HIMSELF / HERSELF OF THE SAME. IF ANY USER DOES NOT AGREE WITH THE AGREEMENT OR ANY PART OF THE SAME, AT ANY TIME, SUCH USER SHALL NOT ACCESS THE WEBSITE OR GIVE HL ANY USER INFORMATION (AS DEFINED BELOW). IN SUCH EVENT, SUCH USER(S) MAY ALSO REQUEST HL TO DELETE ALL THEIR USER INFORMATION ON THE WEBSITE BY SENDING AN EMAIL TO MARKETING@HLAGRO.COM. IF ANY USER CONTINUES TO ACCESS THE WEBSITE, BY SUCH ACCESS, SUCH USER SHALL BE DEEMED TO HAVE CONSENTED TO ALL THE TERMS OF THE AGREEMENT. IF ANY USER ACCESSES THE WEBSITE ON BEHALF OF SOMEONE ELSE OR UPLOADS ANOTHER PERSON’S INFORMATION ON THE WEBSITE, SUCH USER REPRESENTS THAT THEY ARE DULY AUTHORISED BY SUCH INDIVIDUAL OR ENTITY TO: (I) ACCEPT THE AGREEMENT ON SUCH INDIVIDUAL’S OR ENTITY’S BEHALF, AND (II) CONSENTS ON BEHALF OF SUCH INDIVIDUAL OR ENTITY TO HL’S COLLECTION, RECEIVING, STORAGE, USE, DEALNG WITH, HANDLING, MANAGING, PROCESSING, PROVIDING ACCESS TO, SHARING AND DISCLOSING OF SUCH INDIVIDUAL’S OR ENTITY’S INFORMATION AS DESCRIBED IN THE AGREEMENT.

3. CONDITIONS OF ACCESS

• A User must be 18 (eighteen) years of age or older to visit or access the Website. By visiting, accessing and / or using the Websiteand / or accepting the Agreement, each User represents and warrants to Us that he / she is 18 (eighteen) years of age or older, has the right, authority and capacity to ̧the Website, is legally competent to contract, is of sound mind and is not disqualified from contracting by any law to which he / she is subject and agrees to abide by the Agreement.

• You agree to access the Website only in compliance with the Agreement and applicable laws, and in a manner that does not violate HL’s legal rights or the rights of any third parties or the rights of any other Users of the Website.

• A User shall not access the Website if the User or the organization that he / she / it represents is HL’s direct competitor or is engaged in the same or similar line of business as HL, except with HL’s prior written consent. In addition, the User shall not access the Website for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

• The Website may be accessed inter aliafor general information about Us and our business, to make inquiries, access newsletters and for general communication in relation to Us and our business and / or in relation to resolving any complaints or queries and is not intended to be made accessible for any other use or purpose (“Limited Purpose”). Further, to provide such access, the Website can require a User to provide some basic information in relation to the User, inter alia name, email address, phone number and other contact details.

4. GEOGRAPHICAL EXTENT

• The Website can be used worldwide. However, We make no representation that the User is in compliance with the laws of the relevant jurisdiction from which the User accesses the Website.

• Every User who accesses or uses the Website, shall be solely responsible for compliance with the laws of the jurisdiction from which it accesses the Website.

5. LICENSE, UPDATES AND TEMPORARY RESTRICTON OF ACCESS

• HL herebygrants to the User a non-exclusive license to access the Website in accordance with the terms of the Agreement and the User hereby agrees and acknowledges that he / she is desirous of availing the non-exclusive license in relation to the Website and further agrees to abide by the terms of the Agreement and applicable law in relation to use of the Website. For the avoidance of doubt, it is clarified that the aforementioned non-exclusive license granted to the User to use the Website shall only be for accessing the Website for the Limited purpose and for no other purpose. It is clarified that granting of such non-exclusive license by HL to the User (as stipulated above in this Clause) does not transfer either the title or the intellectual property rights to the Website, and / or the HL Intellectual Property (as defined in Clause 6.1 below) to the User, and HL shall retain full and complete title to the Website and all the HL Intellectual Property.

• HL may, from time to time, enhance, update, repair, undertake maintenance, create new versions, install new features / facilities, create bug fixes, patches, enhanced functionality, plug-ins or otherwise modify the Website(collectively referred to as “Updates”). In such event HL hereby grants a non-exclusive license to the User to access the Website pursuant to such Updates, provided that at all times, the User shall be required to comply with the terms of the Agreement and applicable laws in relation to use of the Further, a User’s access to the Website may be occasionally restricted to allow for Updates and the User hereby expressly consents to the same.

• Notwithstanding anything to the contrary contained herein, HL does not warrant that the Websitewill always function without disruptions, delay or errors. A number of factors may impact the use of or access to the Website (and may result in the failure of your communications or seamless access to the Website), including but not limited to, your local network, firewall, your internet service provider, the public internet, your power supply and telephony services. HL takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which HL has no control.

• Further, HL shall not be responsible for any delay or failure in performance or unavailability of the Websitecaused by circumstances beyond HL’s reasonable control, including without limitation, acts of God, strikes, lock-out, other industrial action, labor conflicts or problems, acts of war or civil unrest, civil commotion / disruption, riot, invasion, act of terrorism, acts of government, storm, flood, fire, earthquakes, explosion, public utility failures, industry wide shortages of labor or material, natural disaster, pandemics, epidemics (including COVID-19 and / or its variants), lock-downs, quarantine restrictions, impossibility of the use of railways, shipping line, aircraft, motor transport or other means of public or private transport, impossibility of use of public or private telecommunications networks or internet service provider failures or delays.

6. INTELLECTUAL PROPERTY

• Each User agrees and acknowledges that the Websitewas developed, compiled, prepared, revised, selected and arranged by HL through application of methods and standards of judgment developed and applied through expenditure of substantial time, effort and money, and constitute valuable industrial and intellectual property and trade secrets of HL. Each User agrees and acknowledges that all information and content displayed on, transmitted through, or used in connection with the Website, including for example reviews, directories, guides, text, photographs, images, graphics, illustrations, audio clips, video, html, source and object code, trademarks, logos, button icons, software design and the like (hereinafter, collectively referred to as the “HL Intellectual Property”), as well as its selection, collection, assembly and arrangement, shall always belong and remain the property of HL. Each User may use the HL Intellectual Property only through the Website. Each User shall protect HL’s contractual and statutory rights in relation to the Website with the same degree of care used to protect their own proprietary information and rights. Each User agrees to promptly notify HL (by sending an email to marketing@hlagro.com upon becoming aware of any infringement of the HL Intellectual Property.

• User(s) shall not republish any portion of the HL Intellectual Property on any internet, intranet or extranet site or incorporate the HL Intellectual Property in any database, compilation, archive or cache. User(s) shall not distribute any HL Intellectual Property to others, whether or not for payment or other consideration, and shall not scrape, modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the HL Intellectual Property other than for viewing on the Website.

• Each User undertakes not to:

• decipher, modify, re-create, reverse engineer, disassemble, decompile or create derivative works of the Websiteor any part thereof and / or the algorithm that runs the Website;

• cut, copy, distribute, disseminate, post, publish from, transfer, or sell any information, software, processes or other products (including the HL Intellectual Property) obtained from or accessible through the Website;

• insert any code or product or manipulate the content of the Websitein any way that affects any other User’s experience of the Website, and not use any data mining, data gathering or extraction method in relation to the HL Intellectual Property or any other information / data on the Website (including any User Information). For the avoidance of doubt, it is clarified that unlimited or wholesale reproduction, copying of the HL Intellectual Property, User Information or any other information / data on the Website for commercial or non-commercial purposes and unwarranted modification of the same is not permitted;

• access (or attempt to access) the Websiteand / or the materials, information or data on the Website (including the HL Intellectual Property and / or any User Information) by any means other than through the interface that is provided by the Website. The use of any deep-link, hot-link, proxy, virtual private network, engine, software, tool, agent, or other device or mechanism (such as robots, spiders, avatars or intelligent agents) or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, navigate, search, copy or monitor any portion of the Website, the HL Intellectual Property and / or the User Information, or in any way reproduce or circumvent the navigational structure or presentation of the Website, the HL Intellectual Property and / or any User Information is prohibited. For the avoidance of doubt, to obtain or attempt to obtain any materials, documents, information or data on the Website or access the HL Intellectual Property and / or User Information through any means not specifically made available through the Website is prohibited;

• use the Websitein any manner that may impair, overburden, damage, disable or otherwise compromise any other User’s use and enjoyment of the Website;

• use the Websiteor materials, information, data on the Website for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or identity theft;

• use the Websiteto abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;

• engage in any activity that interferes with, disrupts access to or provides unauthorizedaccess to the Website (or the servers and networks which are connected to the Website);

• engage in any activity which puts the Websiteunder a denial-of-service attack or a distributed denial of service attack or use any other means recognized as an attack vector;

• upload or distribute files that contain viruses, corrupted files, worms, trojans, logic bombs, other malware, or any other similar software or programs that may be malicious, technologically harmful or which damages the operation of the Websiteor any other User’s device (through which they access the Website);

• download and / or distribute any file posted on the Websitethat the User knows, or reasonably ought to know, cannot be downloaded and / or distributed in such manner under applicable law or any contract binding on such User;

• probe, scan or test the vulnerability of the Websiteor any connected network, nor breach the security or authentication measures on the Website or any connected network. You may not reverse look-up, trace or seek to trace any information on any other User of the Website, or exploit the Website or information made available or offered by or through the Website, in any way other than specifically permitted by the Website, whether or not the purpose is to reveal any information, including, but not limited to, another person’s personal identification information;

• disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, servers or networks connected to or accessible through the Website, including the HL Intellectual Property and / or the User Information;

• use the Websiteor any HL Intellectual Property / User Information for any purpose that is unlawful or prohibited by the Agreement, or solicit the performance of any illegal activity or other activity which infringes the rights of HL or any third parties;

• circumvent or disable any digital rights management, usage rules, or other security features of the Website;

• transmit any information (including posts, messages and hyperlinks) on or through the Websitethat is disruptive or competitive to the business of HL or the Website;

• make any unsolicited communications to other Users, other than as permitted by the Agreement / features of the Website;

• violate any applicable laws for the time being in force;

• violate any code of conduct or other guidelines, which may be applicable for the use of the Website;

• disseminate information to / through the Websitethat is incomplete, false, inaccurate, misleading, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, otherwise objectionable material or transmit material that constitutes a criminal offense or encourages conduct that constitutes a criminal offence, or violate any applicable laws for the time being in force;

• publish, post, upload or distribute materials or information on the Websitewhich results in political campaigning, commercial solicitation, chain letters, surveys, contests, pyramid schemes, mass mailing or ‘spam’ or which may cause annoyance, inconvenience or needless anxiety to HL or any third party, including other Users of the Website; and / or

• falsify or delete any author labels / attributions, legal or other proper notices or proprietary designations or labels of the origin of source of such material or data;

• use the Websiteon / from any computer system which can be accessed by remote terminals.

• Further, You agree not to share / post any information with HL or on / through the Website that violates or could violate the intellectual property rights of any third party, including but not limited to patent, trademark, copyright or other proprietary rights. In the event of breach of this provision by You, You agree to absolve HL from and indemnify HL against any and all claims that may arise in relation to infringement of the intellectual property rights of any such third party.

7. TYPE OF INFORMATON NOT TO BE UPLOADED

• While accessing the Website, User(s) shall ensure that they doNOT upload, transmit, update or share any information that:

• belongs to another person and to which the User does not have any right to do so;

• is grossly harmful, abusive, threatening, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another person’s privacy, hateful or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;

• harms minors in any way;

• infringes any patent, trademark, copyright or other proprietary rights of any person;

• violates any law for the time being in force;

• deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

• impersonates another person or falsely states or misrepresents you as being affiliated with any person / entity;

• contains software viruses or any other computer malicious code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

• threatens the unity, integrity, defense, security or sovereignty of any nation, friendly relations with foreign States, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; and / or

• which the User knows to be false, but sends the same for the purpose of causing annoyance, inconvenience, danger, obstruction, insult, injury, criminal intimidation, enmity, hatred or ill will.

• Notwithstanding the generality of the foregoing Clause, Users agree and undertake that they shall not upload any information / data on the Website, which would infringe the intellectual property rights of any third person. HL reserves the right to remove any information / data from the Website, which it may determine at its sole discretion as violating the intellectual property rights of any third person, including but not limited to patent, trademark, copyright or other proprietary rights. Each User agrees to absolve HL from and indemnify HL against any and all claims that may arise as a result of any third-party claiming infringement of intellectual property rights that may arise from any User uploading any information / data on the Website.

8. DATA PRIVACY

• For the purpose of hosting, operating and maintaining the Website, HL may collect, receive, store, use, deal with, handle, manage, process, provide access to, share, disclose and analyze the information and data uploaded by User(s) on the Website (hereinafter referred to as the “User Information”).

• ̧By visiting, accessing and / or using the Website, the User(s) consent to collection, receiving, storage, use, dealing with, handling, management, processing, providing access to, sharing, disclosure of User Information in the manner set forth in the Privacy Policy available at https://hlagro.com/privacy-policy/.

• The Privacy Policy inter alia sets out:

• Type of information collected;
• Type of information not to be uploaded;
• Purpose of collection and usage of information;
• Data storage and protection;
• Disclosure of information / outsourcing / delegation;
• Termination of access;
• No warranty for accuracy and completeness of data.

• Each User is expected to read and understand the Privacy Policy, so as to ensure that he or she has knowledge of, inter-alia:

• the fact that certain information is being collected;
• the purpose for which the information is being collected;
• the intended recipients of the information;
• the nature of collection and retention of the information; and
• the various rights available to Users in respect of such information.

• By visiting, accessing and / or using the Website, each User will be deemed to have read, understood and agreed to the terms and conditions outlined in the Privacy Policy and agree to be bound by the terms of the Privacy Policy.

9. DELETION OF USER INFORMATION

• Every User shall have the right to request HL to delete their information / data / their User Information submitted on the Website, by sending a written request to HL at marketing@hlagro.com.

• Notwithstanding a User’s request for such deletion of their information / data / their User Information from the Website, HL shall not be liable to delete or remove any such information / data / User Information from the Website, in the event the same may be required to be retained, to enable HL to comply with applicable laws. Further, User Information may be anonymized and aggregated on the Website, and then may be held by HL as long as necessary for HL to host, operate and maintain the Website effectively, but HL’s use of the anonymized data will be solely for analytic purposes.

10. TERMINATION OF ACCESS

• Notwithstanding anything to the contrary contained in the Agreement:

• where any User commits a breach of / fails to comply with any of the provisions of the Agreement;

• where any User fails to comply with applicable law;

• where any User uploads any information / data / User Information on the Website that is fraudulent, untrue, inaccurate, not current or incompleteat the time of it being uploaded, or HL has reasonable grounds to suspect that such information / data / User Information is untrue, inaccurate, not current or incomplete;

• where any User uploads information / data / User Information on the Website, which is not compliant with or violates any applicable law or the Agreement;

• where the User commits a breach of the intellectual property rights of HL and / or any third person;

• where HL seizes to carry on its business or the Website being taken offline;

• where a third-party reports violation of any of its right as a result of a User’s use of the Website;

• where HL has reasonable grounds for suspecting any illegal, fraudulent, unethical or abusive activity by such User;

• where HL is investigating any complaints or alleged violations (by such User) of the Agreement, applicable law or for any other reason; and / or

• where HL believes, in its sole discretion, that a User’s actions are causing or may cause legal liability for other Users and / or HL or are contrary to the interests of HL, the Website, the HL Intellectual Property and / or the User Information;

HL shall have the right to immediately: (a) terminate the right of access / usage of such User to the Website; (b) to remove such non-compliant, fraudulent, untrue and / or inaccurate information / data / User Information from the Website; (c) investigate and take appropriate action against a User for any such alleged breach; (d) file a complaint with or report any illegal activity to the appropriate governmental / regulatory bodies or law enforcement agencies; and / or (f) take any other action deemed appropriate, under applicable law.

• Once a User’s right of access is terminated, the User shall not continue to or attempt to use or access the Website. On termination of such access due to the reasons mentioned herein, such User shall no longer have access to data, messages, files and other material / User Information / HL Intellectual Property maintained on the Website.

11. NO WARRANTY

• Each User hereby undertakes to ensure that any information / data / User Information uploaded on the Website shall be accurate and complete in all respects and that no false or misleading information / data / User Information shall be uploaded onto the Website.

• HL hereby states and each User hereby accepts and acknowledges that the Website displays / transmits information on an “as-is” and “as available” basis and makes no representation or warranty regarding the accuracy or completeness of such information / data.
• HL and the HL Related Parties (as defined in Clause 12.1below) make no representations or warranties (whether express or implied) and specifically disclaim any and all warranties of any kind, with respect to the Website, express or implied, including any representations or warranties with respect to title, non-infringement, availability, security, accuracy of information, merchantability, fitness for a particular purpose, freedom from viruses or malware, completeness of information, timeliness, functionality, reliability, sequencing or speed of delivery.
• To the fullest extent permitted by applicable law, HL disclaims all liability arising out of the User’s use or reliance upon the Website, representations and warranties made by other Users, the content or information provided by the Users on the Website, or any opinion or suggestion given or expressed by HL or any User.

12. LIMITATION OF LIABILITY

• Notwithstanding anything contained in the Agreement, in no event shall HL or its officers, directors, managers, partners, members, shareholders, employees, affiliates and / or agents (collectively referred to as “HLRelated Parties”) be liable to any person for any claims, liabilities, losses, payments, costs, expenses (including attorney’s fees), litigation, settlements, fines, penalties and / or damages, including, but not limited to any: (i) direct, indirect, punitive, special, incidental, exemplary or consequential damages; (ii) for loss, corruption, destruction or interruption of use of any material / data; and / or (iii) for any loss of income, revenue, profits, business, contracts, anticipated savings, goodwill, reputation (hereinafter collectively referred to as “Claims”) arising out of or in connection with any access or use (or inability to use) the Website, including damages caused by any failure, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus (including any damage to a User’s equipment caused by a User’s access to, use of, or browsing the Website or the downloading of any material or data from the Website), communication line failure, theft, destruction or unauthorized access to, alteration of or use of any User Information, loss of business / revenue resulting from delays or information submitted by you not being received by HL or delayed receipt thereof or service interruptions whether by breach of contract, tortious behaviour, negligence or under any other cause of action, or any content or information obtained through the use of the Website. This Clause shall be applicable despite HL having been advised of the possibility of such damages or losses.

• HL has implemented best market practices and security policies, rules and technical measures to protect personal data that is uploaded on the Website from unauthorized access, improper use or disclosure, unauthorized modification and unlawful destruction or accidental loss. However, for any data loss or theft due to unauthorized access to the User’s electronic devices through which the User accesses the Website, HL shall not be held liable for any loss whatsoever incurred by the User.

• Further, each User hereby consents to receiving information / data from the Website (whether through the Website or through email and / or any other electronic means of communication) and the concerned User shall not hold HL liable in any manner in relation to receipt of such information / data.

13. INDEMNIFICATION

• Each User shall defend, indemnify and hold harmless HL and the HL Related Parties (hereinafter collectively referred to as the “Indemnified Parties” and individually as an “Indemnified Party”) against all Claimsbrought against any Indemnified Party in connection with: (i) breach by a User of the Agreement, failure by a User to perform any covenant, undertaking or obligation under the Agreement and / or breach of any applicable laws; (ii) fraud, negligent acts or omissions or willful misconduct of any User in relation to the Website; (iii) infringement by any User of the intellectual property rights of HL and / or any third party, while accessing / using the Website; (iv) any inaccuracy in or any misrepresentation or breach of any of the representations and warranties by the User under the Agreement; (v) breach of security procedures by any User or any personnel of the User (who has been authorized to access the Website on behalf of such User); and / or (vi) unauthorized disclosure of any information / data uploaded on the Website, through any fault of such User.

• HL will notify the User promptly of any such Claim and in addition to the User’s foregoing obligations, the User agrees to provide HL with reasonable assistance, at the User’s expense, in defending any such Claim.

• In no event shall HL be liable to you or to any third party for any losses or damages arising out of your use or access of the Website, whether based on warranty, contract, tort (including negligence) or otherwise. HL does not accept any liability for any loss or damage (actual and consequential) resulting from or in connection with the use of the Website and / or the inability to use it or for any loss or damage (actual and consequential) resulting from any delay or failure to access the Website for any reason whatsoever, including without limitation, on account of any third party or person or due to any technical or technological failure or any other circumstances beyond the reasonable control of HL.

• The indemnification rights of the Indemnified Parties under the Agreement are independent of, and in addition to, such other rights and remedies that they may have in law or in equity or otherwise, including the right to seek specific performance, recession, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished by the other.

• The obligations stipulated under this Clause shall survive notwithstanding termination of a User’s right to access / use the Website.

14. SPAMMING AND UNSOLICITED CALLS

• HL has a zero-tolerance spam policy. However, the Website may send update notifications / alerts from time to time, either through the Website or through SMSes, Whatsapp messages and / or emails. In the event any User does not wish to receive such notification, such User may request HL to discontinue receipt by such User of such notification by sending an email to marketing@hlagro.com. HL also employs controls on User permission and has easily accessible ways for Users to block or not receive content from the Website if they so opt.

• “Spamming” or “Spam” is defined as the practice of:(i) sending unsolicited messages, likely with commercial content; (ii) in large quantities; (iii) to an indiscriminate set of recipients.

• Ifany User sends message(s) on / through the Website deemed to be ‘spam’, HL shall have the right to terminate the access of such User to the Website with immediate effect. Whether or not any messages sent by a User amount to ‘Spam’ or ‘Spamming’ will be determined by HL in its sole and absolute discretion and will be final and binding on the relevant User.

• You further agree that you will not make any unsolicited calls or use any information displayed on the Websiteto breach any applicable rules and guidelines related to unsolicited commercial communications, including but not limited to regulations and guidelines issued by the Telecom Regulatory Authority of India for telemarketers, or otherwise violate any applicable laws in relation to access / use of the Website.

• Further, you authorize HL to send you emails, Whatsapp messages, SMSes, make phone calls to you in relation to the Agreement, irrespective of whether or not you are registered under the ‘Do Not Disturb’ (DND) Registry maintained by the Telecom Regulatory Authority of India and in the event the User does not wish to receive such communications, it can send an email to HL at marketing@hlagro.com. It is clarified for the avoidance of doubt that while HL will assist the User in resolving any such complaints / issues, HL is not in any manner liable of responsible for the same and the User hereby agrees and undertakes not to hold HL liable for the same.

15. REPRESENTATIONS

• Each User represents and warrants to HL that, as of the date of acceptance of the Agreement / date of first access / usage of the Website(whichever is earlier):

• the acceptance of the Agreement by the User will not:

• require the User to obtain any consent, approval or action of, any governmental authority or any other person pursuant to any instrument, contract or other agreement to which the User is a party or by which the User is bound, other than as stipulated in the Agreement;

• conflict with or result in (including with notice or lapse of time or both) any breach or violation of any of the terms and conditions of any instrument, contract or other arrangement to which the User is a party or by which the User is bound; and

• violate any law binding upon the User.

• the User has obtained all the necessary licenses, consents and registrations required to conduct its business, as per applicable laws / regulations / guidelines set out by competent authorities. The User shall at all times ensure that all the applicable laws that govern the business / activities of the User shall be complied with.

• all representations, warranties, information, documents or statements made in the Agreement (or provided pursuant to the Agreement) are true, accurate, complete and correct in all respects. The representations, warranties and information contained in the Agreement (or provided pursuant to the Agreement) does not omit to state any fact necessary in order to make such representations, warranties and information not misleading.

16. UPDATING YOUR PERSONAL INFORMATION

You can always contact us in order to: (i) get removed or deleted, from the Website, any personal information that you have provided to Us about yourself; (ii) update the personal information that you have provided to Us; and / or (iii) change your preferences with respect to marketing contacts, by e-mailing us at marketing@hlagro.com.

17. COMMUNICATIONS / GRIEVANCES

• Should you have questions about these Terms of Use or HL’s information collection, use and disclosure practices, you may contact the following person:

Name:	Mr. Akash Soni
Address:	Gata No. 1088-1091, Gram Umran, Rania Kanpur Dehat – 209311
Kind Atten:	Mr. Akash Soni
E-mail:	marketing@hlagro.com

• In the event of any grievances from access or use of the Website, such User should immediately contact Our Grievance Officer at the following:

Name:	Mr. Akash Soni
Address:	Gata No. 1088-1091, Gram Umran, Rania Kanpur Dehat – 209311
Kind Atten:	Mr. Akash Soni
E-mail:	marketing@hlagro.com

• We will use reasonable efforts to respond promptly to any such requests, questions, concerns or grievances, which you may have.

• Notwithstanding anything contained in the Agreement, by accessing the Website, it shall be deemed that each User has consented to receiving communications, including telephonic calls, SMSes, Whatsapp messages and/or emails from HL at any time that HL deems fit. Such communications shall be sent to the contact details provided on the Website or separately intimated in writing to HL. Such communications by HL may be for inter aliareceiving feedback, clarification calls, marketing calls and / or promotional calls. In case a User wishes to stop receiving communications from HL (except for purposes of clarifications, support or feedback), a User may do so by sending an email to marketing@hlagro.com. It is hereby clarified for the avoidance of doubt that in relation to any communications required to be made to any User by HL under the Agreement, HL making the telephonic calls, or sending the SMSes, Whatsapp messages and / or emails shall constitute sufficient and complete communication and it shall be the responsibility of the Users to check their phones / emails to ensure that they receive and read such communication in a timely manner. Further, the User hereby agrees and acknowledges that information of the User(s) may be shared by HL with third parties for analytical purposes and marketing purposes.

18. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

• The Agreement shall be governed by, and construed in accordance with, the laws of India and subject to the provisions of Clause 18.2below, in the event of any Dispute (as defined below) under / pursuant to the Agreement, the competent courts at Kanpur, India shall have exclusive jurisdiction in relation to such Disputes.

• Where any disputes or disagreements (“Disputes”) arise between HL and the User relating to or in connection with the Website, the Agreement and / or any interpretation thereof, HL and the User shall first attempt to amicably resolve the same through mutual discussions for a period of atleast 30 (thirty) calendar days from the date a party has served a written notice to the other party of the existence of any such Dispute. If the Dispute is not amicably resolved through such mutual discussions within such 30 (thirty) calendar days period, then either party may refer the Dispute for resolution to a sole arbitrator, jointly appointed by the parties hereto, failing which, such sole arbitrator shall be appointed in accordance with the Indian Arbitration and Conciliation Act, 1996 and the rules made thereunder (as may be amended, modified, supplemented, consolidated and / or re-enacted, from time to time). In relation to such arbitration:

• the seat and venue of such arbitration proceedings shall be at Kanpur,India;

• the arbitration proceedings shall be conducted in the English language;

• the arbitral award shall be final and binding on the parties, and the parties agree to be bound by the award and to act accordingly; and

• the arbitrator may, at its sole and absolute discretion, award to a party that substantially prevails on merits, its costs and reasonable expenses (including the reasonable fees of its attorneys and counsel).

19. MISCELLANEOUS

• Waiver

No waiver of any provision of the Agreement or of any breach of any provision of the Agreement shall be effective unless set forth in a written instrument signed by HL. No failure or delay by HL in exercising any right, power or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof, or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by HL of any breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision of the Agreement.

• Assignment

The User shall not have the right to assign or otherwise transfer to any third party (including by way of sublicense, lease, assignment or other transfer, including by operation of law) any of its rights or obligations under the Agreement, without the prior written consent of HL. HL may assign its rights and obligations under the Agreement, without the prior permission of the User. Further, HL may delegate any of its duties / obligations under the Agreement to any third party, without the need to obtain your consent or the need to notify you.

• Covenants Reasonable

Each User agrees that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the User and HL and that the User will not dispute any covenant at a later stage.

• Relation Between a User and HL

The Agreement shall not be construed to constitute a partnership, joint venture, employer-employee, principal-agent or servant-master relationship between the User and HL. Neither the User nor HL shall have any right to obligate or bind the other in any manner whatsoever, other than as stipulated under the terms of the Agreement, and nothing contained in the Agreement shall give any rights of any kind to any third persons, unless expressly specified otherwise herein.

• Entire Agreement

The Agreement constitutes the entire agreement between the User and HL with respect to the subject matter of the Agreement and supersedes all other oral or written representations, understandings or agreements relating to the subject matter of the Agreement.

• Severability

If any provision of the Agreement is held by a court of competent jurisdiction or arbitrator to be illegal, invalid or unenforceable under applicable law, then such provision shall be excluded from the Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and such remainder shall be legal, valid and enforceable in accordance with its terms; provided however that, in such event, the Agreement shall be interpreted so as to give effect, to the greatest extent, consistent with and permitted by applicable law, to the meaning and intention of the excluded provision, as determined by such court of competent jurisdiction or arbitrator.

• Without Prejudice to other Rights

The User agrees that the rights and remedies of HL under the Agreement are in addition to and without prejudice to its rights at applicable law, equity or under any other contract or arrangement.

• Survival

Notwithstanding anything to the contrary stated in the Agreement, Clause 6 (Intellectual Property), Clause 13 (Indemnification), Clause 18 (Governing Law, Jurisdiction and Dispute Resolution) and this Clause 19.8 (Survival) shall survive the termination of the Agreement and / or termination of access of a User to the Website.