1.1

Bosch Limited, having its registered office address at Hosur Road, Adugodi, Bengaluru, Karnataka – 560030, ("Bosch") offers Bosch Mobility Marketplace, a platform that allow Customers, to register for an Account and to order specific Products, which may be provided by Bosch or Third-Party Providers. The Platform allows the Third Party Providers to onboard their Products to sell the same to the Customers. These Terms of Use (“Terms of Use”) govern exclusively the legal relationship between the Customers and the Third Party Providers, or the entity , the Customer/ Third party Provider is representing, regarding the access to the Platform and the use of Service Offerings. Bosch provides the access to the Platform and the use of the Service Offerings on the basis of these Terms of Use. The Listing of a Product by the Seller on the Platform is governed by this Terms of Use.

1.2

Third Party Provider/ Customer, in case of an individual, warrants that he is lawfully able and has the capacity to enter into contracts (e.g. he is not a minor). If a person is entering into this Agreement as a representative for an entity, such as the company for which the Third party Provider/ Customer is working for, such person warrants to Bosch that their company is duly organized, validly existing and in good standing under the laws of the country in which it is organized or incorporated and that it has legal authority, permission, resolution or power of a ttorney to bind that company for which they are representing.

1.3

Terms and conditions of the Customer/ Third Party Providers that deviate from or conflict with these Terms of Use, shall not apply, even if Bosch does not expressly contradict these terms and conditions of the Customer/ Third Party Providers. By accessing/ browsing/using the Platform, Third Party Provider/ Customer agrees to be bound by this Terms of Use, Privacy Policy and such other Bosch policies, as applicable, amended from time to time.

1.4

The Platform has various Service Offerings via which a Customer can, inter-alia, access information and make a selection of Products or trial products. Bosch is entitled to a commission on any of the Service Offerings in case an order is placed by the Customer for any Products listed by the Third Party Provider.

1.5

As far as the Service Offerings are provided free of charge, there are no warranties and there is no right to access or use the Platform and the Service Offerings without interruption. Bosch does not warrant that the access to the Platform and the use of Service Offerings will not be impaired by downtime, maintenance activities, further developments, updates and upgrades or malfunctions. Bosch will use reasonable efforts to ensure that the Platform and the Service Offerings are as user-friendly as far as possible. Technical malfunctions (e.g. interruption in the electricity supply, hardware and software errors, and technical problems in the data lines) also can, however, give rise to temporary restrictions or interruptions and Bosch reserves its liability on the same.

2.1

Access Credentials are used to control access to an Account and consist of a user ID and a password only known by the Customer/ Seller. A Customer/ Seller can create further Users with access to the respective Account. These Users will each have an individual user ID and password.

2.2

Account shall mean opening of an account by the Customer and the Seller which shall be regarded as a step for registration on the Platform for listing and buying of the Products by the Sellers and the Customers respectively and also the access authorization to Platform and the Service Offerings.

2.3

Affiliate shall mean an entity that controls, is controlled by, or is under common control with a party to this Agreement, where “control” means the direct or indirect holding of more than 50% of equity ownership or voting rights.

2.4

Boarding Criteria means a set of formal criteria that are specified by Bosch and which the Product must meet in order to be listed. The Boarding Criteria are described in the Bosch Marketplace Onboarding Policy.

2.5

Bosch ID means the user id of the single sign-on service provided by Bosch that assists in authentication of the Customer/ Seller on all Products and online services of Bosch/ Sellers and its Affiliates, using an existing email address provided during the registration process/ onboarding process of the Customer and the Seller.

2.6

Content means all information available via the Platform and the Service Offerings, such as documents, images and source code, software, software functionalities, APIs, data, text, audio, video or images, including Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology.

2.7

Customers shall mean the persons (also includes a legal entity) having an account on the Platform owning an account for perusing the Products listed on the Platform/ access information, make selection of Products and place orders as per their requirement. User means any person or entity with Access Credentials under an Account of the Customer.

2.8

Documentation means the written text or illustration that accompanies Software and which explains how the software operates and how to use the software.

2.9

Listing means the offering of a Product via the Platform or the release of a Service in the Marketplace for a fee.

2.10

Onboarding Process means the process beginning with acceptance of these Terms of Use and ending with the Listing of the Product on the Platform.

2.11

Platform shall mean the Bosch Mobility marketplace/ online marketplace where the Customers and the Sellers meet to strike a deal on the Products listed accessible under https://mss.boschindia-mobilitysolutions.com or where a Customer can subscribe to specific Services Offerings provided by Bosch or a Third-Party Provider

2.12

Platform Onboarding Policy means the guidelines and policies for the onboarding process of Third Party Services as it may be updated by Bosch from time to time.

2.13

Products shall mean the articles owned by the Sellers and are listed on the Platform for the purpose of selling the same to the Customers or means any software, software functionality, service, work, hardware, bundle or other product that is made available via the Platfor m for Subscription.

2.14

Product Fee means the remuneration, if any, paid for the Product, less the percentage agreed upon between Bosch and the Seller in advance.

2.15

Service means any service, consulting and/or maintenance services available for Subscription via the Platform or any software functionality or a set of software functionalities that is made available for Subscription by the respective service provider via the Platform under a SaaS (Software as a Service) model and as described in the respective Service Description and Service Plan.

2.16

Service Description means the description of the Product in terms of specifications, quantity, performance data, performance period, quality, progress reporting or maintenance services for the respective product of procurement or the description of the technical functionality of the Service as provided via the Platform.

2.17

Service Level Agreement means an agreement, where aspects of a Service like quality, availability, support, maintenance, incident management and responsibilities are agreed between the Customers/ Sellers/ Bosch specifically.

2.18

Service Offerings shall mean the Products offered by the Sellers by listing the same on the Platform or the services and functionalities accessible through the Platform, such as trial products/ the Community and any other information, product or service provided by Bosch or other Sellers (including associated APIs), the Bosch Content, and any other product under these Terms of Use.

2.19

Service Plan means the definition of quality attributes of a Software in terms of capacity, performance, manageability, reliability and security, which Bosch may offer. It also defines the minimum duration of a Subscription.

2.20

Software means a software, a software functionality or a set of software functionalities provided either (a) as a SaaS, or (b) as a Download for Listing on the Product.

2.21

Subscription means the agreement entered into between Subscriber and Third Party Provider via the Marketplace regarding the Third-Party Service.

2.22

Subscription/ Ordering means the means the agreement entered into via the Platform regarding a specific Product between the Customers and the Sellers.

2.23

Support means any helpline, professional and/or maintenance service, among other things consulting services or removal of defects.

2.24

Third-Party Content means Content made available to Customer by any third party other than Bosch on the Platform or in conjunction with the Products. Third-Party Content includes Products offered by any Seller other than Bosch via the Platform.

2.25

Third Party Provider also termed as Sellers shall mean the persons having an account on the Platform who wish to distribute their Products by listing of their Products/ developing a product as per the Customers’ specification so that an order can be by the Customers and also includes a Subscriber who subscribes to any Service Offerings.

2.26

Update means an update to the Product to remedy errors in the Product and/or include a non-fundamental extension to the existing functionalities.

2.27

Upgrade means change from an older to a more recent Main Version of the same Product (new Main Version of the Product).

3.1

The access to the Platform and the use of the Service Offerings requires an Account. Customer/ Seller/ User must provide certain information required by Bosch to open an Account (“Registration”) which is associated with a valid Bosch ID.

3.2

The data requested by Bosch at the time of the Registration must be stated completely and correctly, e.g. company name, current address, GST, PAN, telephone number, valid e-mail address and a representative’s name (“Registration Data”). The Registration of a legal person may only be carried out by an authorized natural person, who must be mentioned by name.

3.3

Bosch can also offer Registration by using the existing access data of a Bosch ID. In such case, the Cus tomer shall have its data required for Registration transferred from his account with the Bosch ID.

3.4

By submitting Registration Data, Customer / Seller is making Bosch an offer to conclude a contract based on these Terms of Use. After submitting the Registration Data, these are validated by Bosch for completeness and plausibility. If the egistration Data is correct, Bosch shall decide on whether to accept Customer’s/ Seller’s offer at Bosch’s own discretion. If Customer’s/ Seller’s Registration is not confirmed by Bosch by e-mail to the e-mail address provided by Customer/ Seller within a reasonable time, Customer/ Seller shall no longer be bound by Customer’s/ Seller’s offer. If an e-mail confirmation is received, an open-ended user relationship shall be established on the basis of these Terms of Use and Customer/ Seller shall be entitled to use the Platform and the Service Offerings in accordance with these Terms of Use. Bosch reserves the right to refuse to open an accordance with these Terms of Use or applicable laws.

3.5

Customer/ Seller is entitled to create multiple Users under an Account. Each User shall be given individual Access Credentials associated with a valid Bosch ID. Customer/ Seller represents and warrants that all Users will abide by the Terms of Use in their then current version or any subsequent new version and that all Users shall duly act on behalf of Customer/ Sellers and in compliance with any applicable laws. By creating a User, Customer/ Seller accepts responsibility for the acts and omissions of any User as if they were Customer’s/ Seller’s own acts and omissions. In particular, Customer/ Seller is responsible for Customer’s/ Seller’s/ Users’ compliance with the obligations set out in Section 7.

3.6

All notices will be sent in electronic form to the email address associated with the Account and the Bosch ID.

3.7

Customer/ Seller is liable for all activities performed under Customer’s/ Seller’s Account, to the extent that they are responsible for them.

3.8

Customer/ Seller shall be responsible for maintaining the confidentiality of/ all activities that occur under the display name. Customer/ Seller agrees that any information provided is untrue, inaccurate, not current or incomplete or Bosch has reasonable grounds to suspect that such infor mation is untrue, inaccurate, not current or incomplete, or not in accordance with the this Terms of Use and shall have the right to indefinitely suspend or terminate or block access of Account on the Platform and refuse to provide with access to the Platform.

3.9

The Customer/ Seller agrees to share certain information such as mobile phone number, e-mail address and such other information necessary for opening an Account/ transactions to be undertaken on the Platform that is treated as primary identifier on the Platform. It is the responsibility of the Customer/ Seller to ensure that the details shared is up to date on the Platform at all times and notify immediately in the event of any change in the details. The Customer/ Seller provides its consent to Bosch to store such data with all reasonable care and also to share such information to any third party for validation of the credentials shared, KYC requirements and for such other purposes as may be necessary.

3.10

The Customer/ Seller agrees that Bosch shall not be liable or responsible for the activities or consequences of use or misuse of any information that occurs under specific Account in cases, including, where the Customer/ Seller has failed to update revised mobile phone number and/or e -mail address on the Platform or has shared information/ allow other to have access through Customers/ Sellers Account.

4.1

The Customer may order Products via the Platform. This requires the Customer to provide further data, e.g. credit card information, company name, GST number, PAN in order to set up a billing profile. If Customer has already provided the data to the Platform, Bosch will use this data for setting up the billing profile.

4.2

The Subscription of Products is governed by separate terms and conditions provided by Bosch or Third-Party Providers during the checkout process. The fees for the Products are based on the respective price lists displayed during the checkout process.

4.3

The Listing of a Product does not constitute a binding offer. Only the ordering/ Subscription of a Product/ Service Offerings by the Seller is a binding offer to the Customer. The contractual relationship is established only when the Customer receives a confirmation e-mail about the acceptance of the offer.

5.1

The Customer receives access via his Account to Content and Products having new and unreleased functions or functionalities (“Trial Products”). Bosch/ Sellers will label Trial Products in an appropriate form, e.g. as “Trial Service”, “Beta Version”, “Try -Out” or “Free”.

5.2

Trial Products shall be used for trial purposes only and are not intended for any resale, production or any other commercial use. Bosch/ Sellers may discontinue Trial Products at any time, without notice and may decide to never make Trial Products available as a full Product.

5.3

As far as Trial Products are provided free of charge, there are no warranties, except in cases of malice, and contrary to Section 12, Bosch assumes no liability for damages resulting from the use of a Trial Products. The use of personal data or personal related data i n combination with Trial Products is not permitted.

6.1

The Content of the Platform and the Service Offerings is partly from Bosch and partly from Bosch Affiliates, other Customers or Sellers or third parties (collectively referred to as "Third-Party Content”). Bosch does not carry out an examination for completeness, correctness and legality in Third-Party Content and does not adopt it as its own. In particular, Bosch does not carry out any inspection of the safety aspects related to Third-Party Content. This also applies to the quality of Third-Party Content and its suitability for a specific purpose, and also, as far as Third-Party Content is linked to external websites, which may possibly be viewed through framing (or parts thereof).

6.2

Products are made available to the Customer by Bosch or by Third-Party Providers via the Platform. Third-Party Providers offer their Products in their own name and on their own Account. When subscribing to a Product offered by Third-Party Provider, the Customer enters into a contractual relationship with the respective Third-Party Provider. Third-Party Providers, therefore, are solely responsible for such Products. Bosch is not the contractual partner and therefore accepts no responsibility or warranty for the Products of Third-Party Providers. Bosch is also not an agent of any third party.

6.3

Notwithstanding the provisions in Section 6.1 and 6.2, for GST purposes only, Bosch is treated as taking part in the transaction between Third-Party Provider and Customer regarding the Subscription of Products via the Platform. Thus, Bosch is treated as acting in Bosch’s own name but on behalf of Third-Party Providers (commissionaire structure). Third-Party Providers therefore have to invoice Bosch (or Bosch has to issue a self-billing invoice to Third-Party Provider) and Bosch has to invoice the Customer regarding the fees.

6.4

Notwithstanding the provisions in Section 6.1, Bosch will, at its sole discretion, examine legitimate notices of infringements of these Terms of Use, or of any unlawfulness or inaccuracy of Third-Party Content and, where applicable, take appropriate actions to end this unlawful condition. In particular, Bosch will remove unlawful or offensive Third-Party Content, as soon as Bosch is aware of it.

6.5

Bosch has collaborated with Razorpay Software Private Limited (Razorpay), with its registered office at 1st Floor, SJR Cyber, 22, Laskar Hosur Road, Adugodi, Bangalore – 560030, CIN – U72200KA2013PTC097389; PAN – AAGCR4375J) as the payment services provider on the Platform. The policies of Razorpay shall be available at

(i)

Razorpay Privacy Policy – https://razorpay.com/privacy

(ii)

Razorpay Policy in respect of payment related disputes – https://razorpay.com/docs/payment-gateway/disputes

7.1

Customers / Sellers/ Users are obliged to provide in due time reasonable cooperation required from them. Therefore Customers/ Sellers/ Users are

a)

Obliged to immediately change all initial passwords which are assigned to them into passwords known only to the Customers/ Sellers/ Users. Customers/ Sellers/ Users are required to carefully store Customers/ Sellers/ Users’ Access Credentials and protect them from unauthorized access. If Customers/ Sellers/ Users become aware that a third party has used Customers/ Sellers/ Users’ Access Credentials, they are required to notify Bosch immediately;

b)

Obliged to correct the information in their Account immediately, if, after the Registration, the indicated data changes.

7.2

Customers/ Sellers/ Users shall not (and shall procure that any User under Customers/ Sellers’ Account shall not):

a)

Intentionally access, tamper with, or use non-public portions of the Platform and the Service Offerings or the technical delivery systems of Bosch's providers;

b)

Use any robot, spider, scraper, or other similar automated data collection or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of the Platform and/or the Service Offerings other than via documented API endpoints;

c)

Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Platform and/or the Service Offerings;

d)

Attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of the Platform and/or the Service Offerings;

e)

Attempt to probe, scan or test the vulnerability of the Platform and/or the Service Offerings or breach or impair or circumvent any security or authentication measures protecting the Platform and/or the Service Offerings;

f)

Frame or mirror the Platform and/or the Service Offerings; or

g)

Use any device, software, or routine that interferes with any application, function, or use of the Platform and/or the Service Offerings, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication stored or transmitted therewith.

7.3

Customers/ Sellers/ Users access to the Platform and the use of the Service Offerings shall comply with all applicable laws, including copyright or trademark laws, antitrust and competition laws, export control laws, data protection laws, or other laws in any applicable ju risdiction or be in contravention of any agreement that the Customers/ Sellers/ Users has signed with a third party.

8.1

The distribution of the Products on the Platform shall be non-exclusive and the Seller warrants that his Products are in compliance with any applicable laws, including copyright or trademark laws, antitrust laws, export control laws, data protection and privacy laws or other laws in Seller’s jurisdiction.

8.2

The Seller warrants that the Product conforms to its specifications, any written representations made or information provided by the Seller to Bosch are true and accurate, the Products/ Service Offerings does not contain any virus, malware, or other harmful code.

8.3

In order to distribute a Product via the Platform, the Seller must have a valid Account on the Platform and the Product must fulfil the Boarding Criteria provided by Bosch during the Onboarding Process/ as per the Platform Onboarding Policy.

8.4

Bosch may require the Seller to provide additional registration information to verify Seller’s identity. This information may include Seller’s GST, PAN number (where applicable) or other financial, business or tax information. Bosch may make, directly or through third parties, any inquiries Bosch considers necessary to validate information that Seller provides to Bosch, including checking commercial databases. Enquires through third parties shall be done only after executing appropriate confidentiality agreements with such third parties.

8.5

The Seller is responsible for evaluating, reviewing and testing the Product before submitting it for Listing to confirm that it complies with any applicable legal requirement and the Product related documents, such as the Service Description, the Service Plan, the Docume ntation and/or the Service Level Agreement and the additional conditions and that it operates properly with other software or services.

8.6

Bosch may review and/or test the Product and review all related documents, such as the Documentation, the Service Description, the Service Plan and the Service Level Agreement, submitted for Listing. The Seller shall cooperate with the review and testing.

8.7

Neither contracting Party is entitled to make any declarations and / or commitments in the name of the other contracting Party without prior written consent or to obligate the latter to a Customer/ prospective Customer for any Service Offerings.

8.8

The Seller shall ensure that the Products intended for distribution/ that are listed shall be free of any defects. It shall be the duty on the Sellers to identify and remove any defects in the Products listed and also shall at all times provide support and maintenance to/ any other services as sought by the Customers/ Users.

8.9

The Seller shall provide in its Documentation during the Onboarding process all the applicable laws or change in laws (without any delay) including export import laws, custom laws of its jurisdiction and other necessary information as prescribed by Bosch Onboarding Policy.

8.10

Bosch shall

a)

provide reasonable technical assistance to the Seller as required for Listing the Product on the Platform;

b)

publish the Product on Bosch’s own choice if approved by Bosch after the Onboarding Process on the Platform;

c)

invoice the Customer. Bosch and its Affiliates provide the first-level support regarding the Product. First-level support includes:

d)

A hotline, at Bosch's own choice either by e-mail or by phone. The hotline includes accepting and documenting calls and/or e-Mails from Customers/ Users, prioritizing calls and/or e-Mails according to the urgency of the fault and forwarding the fault to the Seller;

e)

Coordination between first-level-support and Seller;

f)

Check the fault resolution and delivery to the Customer provided by Seller.

8.11

The Seller shall be responsible for all errors or issues associated with the Product or fo r providing support and maintenance to Customers/ Users for his Product.

8.12

In the event the Platform receives a support inquiry related to the Product, Bosch will either contact the Seller or will forward the Customer directly to the Seller.

8.13

The Seller is at least obliged to provide support and maintenance for the Product according to the following provisions. Statutory warranty obligations by Seller remains unaffected.

a)

Updates: The Seller shall provide on the Platform with Updates for the Product as soon as these are generally available.

b)

Upgrades: The Seller shall provide on the Platform with Upgrades for the Products as soon as these are generally available.

c)

Maintenance: The Seller shall process complaints for defects to the Product, including Documentation, within the reaction and recovery times specified in the Service Description or Service Level Agreement following notification thereof by Bosch or a Customer. The sa me applies to other disruptions in the ability to use the Products which are the fault of Seller. The reaction time is deemed complied with if the Seller sends Bosch qualified feedback within the reaction time and if remedying the error has been commenced. The Seller’s obligation to remedy the defect shall have been met when there is no longer any defect which prevents the use of the Product according to its Service Description.

d)

Advice in writing and on the telephone relating to the operation and application of the Product if sought for by the Customer/ User.

e)

The Seller is obliged to always adapt the Product promptly to changed legal provisions which are of significance to the use of the Product by the Customer.

f)

Supply of adapted Documentation when defects are remedied and changes are made to the Product.

9.1

Bosch and its licensors own all right, title, and interest in and to the Platform and the Service Offerings, and all related technology and intellectual property rights. It is not permitted to remove notices and notations on the Platform or the Service Offerings that refer to confidentiality, copyrights, trademark rights, patent rights and other intellectual property rights. Bosch hereby grants to Customers / Sellers/ Users the timely limited, non-exclusive, non-sub-licensable, revocable and non-transferable right to access the Platform and use the Service Offerings solely in accordance with this Terms of Use, during the term as provided in Section 15.1; Provided that Bosch makes new versions, updates, upgrades, modifications or extensions of the Platform and the Service Offerings available or carries out other changes with respect to the Platform and the Service Offerings, the provisions of Section 8 shall also apply thereto.

9.2

By providing a Product to Bosch for Listing on the Platform, the Seller hereby grants to Bosch and its Affiliates the limited, non-exclusive, revocable right, during the term of these Terms of use, to reproduce, to distribute, to offer, to market, to publish, publicly perform and publicly display the Product in accordance with the intended usage per Service Description. In this context, Bosch and its Affiliates are also entitled to store and print out all Product related documents, such as the Service Description, the Documentation, the Service Level Agreement and the Service Plan, provided without removing any existing protective rights and declarations and to make an appropriate number of copies of the online documentation for the purposes of these Additional Conditions.

9.3

Customers/ Sellers/ Users shall have no rights which are not explicitly granted to the Customers/ Sellers/ Users under these Terms of Use. Customers/ Sellers/ Users shall not be entitled to use the Platform and the Service Offerings beyond the scope of use granted i n these Terms of Use or make the Platform and the Service Offerings available to third parties. In particular, it is not permitted to duplicat e the Platform and the Service Offerings or to provide it for use for a limited period of time, in particular not to lease it or loan it.

9.4

If Customers/ Sellers/ Users violates any of the provisions of this Section 9, Bosch shall be entitled to and reserves the right to suspend Customers/ Sellers/ Users’ access to the Platform and the Service Offerings in accordance with Section 10Error! Reference source not found., provided that such suspension remedies the violation. Customers/ Sellers/ Users shall be informed prior to such suspension. In case of repeated violations by the Customers/ Sellers/ Users, Bosch shall be entitled to terminate the Account for cause, unless Customers/ Sellers/ Users is not responsible for the violation.

9.5

Nothing contained in this Terms of Use shall change or affect the ownership of either Party’s pre-existing intellectual property rights in any of the documents, materials, software, etc., provided to the other Party. The Product and all related documents a nd all content of such Product such as text, graphics and images, is the property of the Seller.

9.6

Free and Open Source Software (FOSS) components including the applicable FOSS license conditions used within the Platform sha ll be illustrated on the Platform, if providing via software as a service requires explicitly the fulfilment of FOSS license obligations.

10.1

Customers/ Sellers/ Users warrants that

a)

They have all rights and title to the Content required to grant to Bosch all rights under these Terms of Use;

b)

The Content shall not violate these Terms of Use, the Use Policy or applicable laws and shall not infringe or misappropriate the intellectual property of a third party;

c)

The Content is free of viruses, worms, malware, Trojan horses or any other contaminating or destructive features.

10.2

By submitting, uploading, sharing, publishing, transmitting, or otherwise making available the Content on or through the Platform or the Service Offerings, Customers/ Sellers/ Users hereby grants to Bosch a fully paid, royalty free, worldwide, sub-licensable, non-exclusive license and right to use their Content for the sole purpose of enabling Bosch to perform its obligations in accordance with this Terms of Use and the Use Policy. The right of use includes, in particular

a)

the storage of the Content on the servers of Bosch or of third parties commissioned by Bosch at home or abroad;

b)

the reproduction, modification, adaption, moderating and publishing of Customers / Sellers/ Users Content, in particular publicly performing and publicly displaying Customers / Sellers/ Users Content via the Platform or the Service Offerings (or parts thereof), and publicly displaying the Content on web sites operated by Bosch and on social networks and similar platforms (such as Facebook, Google, Stack Overflow, LinkedIn, Twitter, etc.) making the Content available to other Customers / Sellers/ Users within the scope of this Section 10.1.

11.1

Bosch may suspend Customers/ Sellers/ Users’ access to the Platform or the Service Offerings, if Bosch reasonably determines that

a)

Customers/ Sellers/ Users’ use of the Platform or the Service Offerings (i) pose a security risk to the Platform or the Service Offerings and/or any third party; (ii) may adversely impact the Platform or the Service Offerings or the systems or Content of any other Customers/ Sellers/ Users; (iii) infringes any applicable law or any third party right; (iv) may subject Bosch, Bosch’s Affiliates, or any third party to liability, or (v) may be fraudulent.

b)

the Customers/ Sellers/ Users is in breach of this Terms of Use;

c)

the Customers/ Sellers/ Users are delinquent on its payment obligations for more than 30 days.

d)

the Customer/ Seller/ User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of the Customer/ Seller/ User’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

11.2

Bosch shall notify Customers/ Sellers/ Users about the suspension by sending a communication to the email address associated with Customers/ Sellers/ Users’ Account prior to the suspension unless due to the seriousness and urgency of the matter Bosch needs to act immediately and is unable to provide prior notice.

11.3

The suspension shall be revoked as soon as the Customers/ Sellers/ Users have resolved the problem giving rise to the suspension. In the event Customer/ Seller/ User fails to resolve or find a cure within a period of Thirty (30) days from the breach, misappropriation or violation, Bosch shall remove the Customer/ Seller/ User from the Platform with a written notice and an explanation.

11.4

The right of Bosch to suspend Customers/ Sellers/ Users’ access to the Platform or the Service Offerings is in addition to Bosch’s right to terminate these Terms of Use pursuant to Section 15 and other remedies that Bosch may have under the applicable laws.

12.1

Bosch shall be liable in accordance with the statutory provisions

a)

In the event of intent or gross negligence;

b)

In accordance with the provisions of any applicable corresponding mandatory laws; and

c)

For loss of life or bodily injury/harm.

12.2

In the event of any property and financial damage caused negligently in any other way, Bosch and persons engaged by it for the performance of its obligations shall be liable only in the event of a breach of a material contractual obligation, the amount being limited, however, to the damages foreseeable at the time of acceptance of acceptance of these Terms of Use by the Customers/ Sellers/ Users and typical of the type of contract; material contractual obligations are those obligations which are necessary to the fulfillment of these Terms of Use, upon which the Customers/ Sellers/ Users may therefore rely (“Material Obligation”).

12.3

Bosch does not assume any warranty for material defects and/or defects of title on the Platform, except in cases in which Bosch fraudulently concealed the respective material defect and/or defect of title.

12.4

Bosch does not assume any liability for damages resulting from the use of the Platform, except in cases of gross negligence or intent.

12.5

The foregoing limitation of liability shall also apply in the event of fault by a person engaged by Bosch in t he performance of its obligations and to the personal liability of employees, representatives and corporate bodies of Bosch.

12.6

Notwithstanding the provision in Section 12.1, in the event of a negligent breach of a Material Obligation evidenced by Customers/ Sellers/ Users, the amount of Bosch’s liability for all damaging events occurring in the same contract year is limited to 100% of the fees incurred under the Account of the Customers/ Sellers/ Users in the year of the damaging event-. A contract year shall be the 12-month period starting on the date of Registration and every subsequent twelve-month period.

12.7

Furthermore, Bosch’s liability is excluded in the event of any disputes arising out of a deal on the Platform between the Sellers and the Customers.

The Customers/ Sellers/ Users have to ensure that the Content does not violate legal prohibitions or third-party rights (in particular name rights, personality rights, copyrights, data protection rights and trademark rights). In particular, the Customers/ Sellers/ Users are obliged not to share Content on the Platform, which

a)

is pornographic, glorifies violence or endangers young people;

b)

calls for crimes to be committed or represents instructions for doing so;

c)

refers to political actions, in particular party meetings, demonstrations, leaflet or signature ca mpaigns, as well as Content which depicts political symbols;

d)

offends, slanders, harasses, threatens or damages in any other way, or is provocative or aggressive towards other Users, Bosch or third parties who are natural and/or legal persons;

e)

is, in any other way, illegal, immoral, obscene, vulgar, disturbs the privacy of other people, is defaming or offensive, or contains untrue allegations or abusive criticism;

f)

has been manipulated, in order to conceal the origin;

g)

contains trade and business secrets of natural or legal persons, or other Content which the Customers/ Sellers/ Users are not permitted to distribute, for example due to non-disclosure agreements;

h)

is suitable, according to its nature (e.g. viruses), size or reproduction (e.g. spamming) to endanger the existence or operat ion of the Platform (or parts thereof);

i)

contains links or other connections to Content which is prohibited according to the aforementioned criteria, and/or

j)

calls for violation of the aforementioned prohibitions.

Content which is not permitted according to the aforementioned criteria is not allowed to be listed or distributed via the Platform.

14.1

The Customers/ Sellers are obligated to indemnify, defend and hold Bosch harmless for and from any third party claims related to

a)

Any breach of this Terms of Use or any violation of any applicable law or regulation by the Customers/ Sellers/ Users;

b)

he usage of the Platform or the Service Offerings by the Customers/ Sellers/ Users in a manner in which it infringes or violates any third-party rights;

any infringement of data protection law respectively applicable or other data protection law relevant stipulations as agreed between the Parties herein or in another context by the Customers/ Sellers/ Users or through their content; any violation of applicable export and re-export control laws and sanctions regulations by the Customers/ Sellers/ Users; unless Customers/ Sellers/ Users are not responsible for the claim.

14.2

Bosch shall notify the Customers/ Sellers/ Users without delay and leave to the Customers/ Sellers/ Users the defense of these claims. Bosch will provide the Customers/ Sellers/ Users with all reasonable support. In particular, Bosch will, as far as possible, provide the Customers/ Sellers/ Users with all the necessary information of the use and the possible processing of the Platform and the Service Offerings, which are subject to this Terms of Use.

14.3

The Product provided by the Seller shall be free from third-party rights, which prevents the use and the distribution in accordance with this Terms of Use. For any third party rights in or with the Product, the Seller shall ensure that it has obtained the necessary licenses from third parties to the extent required under these Terms of Use.

14.4

The Seller is obligated to indemnify, defend and hold Bosch and its Affiliates harmless for and from third party claims related to

a)

Any violation of any applicable law or regulation by the Seller or due to use of Seller’s Product;

b)

Any infringement or violation of third party rights by the Seller or Seller’s Product;

c)

Any violation of data protection law respectively applicable or any data protection law relevant stipulations and any breach of confidentiality obligations as agreed between the Parties herein or in another context by the Seller or Seller’s Product,

d)

Any and all fines, penalties or other cost incurred by any violation of applicable export and re-export control laws and sanctions regulations, unless Seller is not responsible for the claim.

14.5

In addition, if Seller receives prompt notice from Bosch or third parties of a claim that is likely to result in an adverse r uling, then Seller shall, at its option and expense:

a)

Obtain a right for Customer to continue using the Product of Seller; and/or

b)

Modify such Product to make it non-infringing without taking away functionalities; and/or

c)

Replace such Product with a non-infringing, but functional and technical adequate, substitute.

14.6

If a third party asserts a claim, Bosch shall notify the Seller and leave the Seller the defense against these claims. Bosch will provide the Seller with all reasonable support. In particular, Bosch will, as far as possible, provide the Seller with all the available and necessary information regarding the claim.

15.1

The term of this Terms of Use commences with the date of Registration of the Customer/ Seller/ User on the Platform and will remain in effect until terminated by Bosch or Customers or Sellers.

15.2

Termination for Convenience

a)

The Customers/ Sellers may terminate this Terms of Use at any time for any reason and close the Account for all Service Offerings, for which Bosch provides an account closing mechanism.

b)

Bosch may terminate this Terms of Use for any or no reason, at any time, by providing three (3) months’ notice effective at the calendar month-end. The right to suspend Customers/ Sellers/ Users’ Account according to Section 10 shall remain thereby unaffected.

15.3

The right of the Parties to terminate these Terms of Use for cause and without notice shall remain unaffected. Good cause shall be in evidence when one Party grossly breaches express obligations under these Terms of Use, in particular if the Customers/ Sellers/ User utilizes the Platform or the Service Offerings outside the scope of these Terms of Use and remains in breach after the end of a reasonable cure period fol lowing a warning notification by Bosch or provides incorrect information, uses the Platform for any illegal activities.

15.4

Effect of Termination Upon the effective date of termination

a)

The Platform including the Service Offerings will no longer be accessible;

b)

The Customers/ Sellers/ Users remain responsible for all fees and charges which have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination; and

c)

All authorizations of the Customers/ Sellers/ Users according to these Terms of Use end.

15.5

A termination of these Terms of Use also entails a termination of all User IDs provided to employees of the Customers/ Sellers.

16.1

The Customers/ Sellers/ Users shall comply with the provisions of data protection law respectively applicable and bind their employees engaged in connection with this contractual relationship and the execution thereof to data privacy and confidentiality in accordance wit h the applicable laws, except to the extent that they are already under a general obligation to act accordingly.

16.2

Bosch processes personal data in accordance with the Platform data protection notice (https://mss.boschindia-mobilitysolutions.com/data-protection-policy).

16.3

If the Customers/ Sellers/ Users processes personal data, then the Customers/ Sellers/ Users guarantee that they are authorized to do so in accordance with the applicable laws and regulations, and that they have obtained all necessary consents, authorization and required permissions or has entered into necessary agreements with third parties in a valid manner in order to allow Bosch to perform the tasks hereunder, including any access and processing of personal and other private data of all concerned individuals and/or third parties which may be subject to special protection under applicable laws.

16.4

Bosch shall only process Customers/ Sellers/ Users related personal data to the extent required to execute these Terms of Use or otherwise permitted by applicable laws. The Customers/ Sellers/ Users acknowledges and confirms the collection and processing of such personal data to this extent. Information about the processing of personal data can be found in the data protection notice (https://mss.boschindia-mobilitysolutions.com/data-protection-policy) of the platform.

17.1

The Customers/ Sellers/ Users/ Bosch agree to keep all Confidential Information that becomes known to them while accessing the Platform and using the Service Offerings strictly confidential and only use such information for the contractually agreed purposes. ”Confidential Information” for the purpose of this use shall mean information, documents, details and data, which is marked as such or that reasonable should be understood to be confidential given the nature of the information.

17.2

If Confidential Information within the above definition is requested by a public authority, then the other Party, to the extent that it is legally allowed, shall be informed without delay and before the Confidential Information is supplied to the public authority.

17.3

The obligations under Section 17.1 shall lapse for such information or parts thereof with respect to which the Party receiving the information evidences that it

a)

Was known to that Party or generally accessible prior to the date of receipt or became known from a third Party after the date of receipt in a lawful manner and without any confidentiality obligation;

b)

Was already known to the general public or was generally accessible prior to the date of receipt;

c)

Became known to the general public or became generally accessible after the date of receipt without the party receiving the information being responsible for this,

d)

Has waived its right to confidentiality in respect of which the notifying Party has waived its right to confidentiality by means of a written declaration to the receiving Party.

17.4

Each Party may disclose Confidential Information to its employees and Affiliates if

a)

This is necessary for the purpose of the fulfillment of these Terms of Use,

b)

Confidential Information will only be disclosed to the extent that it is necessary for integration in these Terms of Use ("need to know"), and

c)

The recipient of Confidential Information is obliged to maintain confidentiality in accordance with Section 17.5.

17.5

Each Party is obliged to commit employees and Affiliates within the meaning of Section 17.4 to maintain confidentiality in accordance with the provisions of Section 17.1 to 17.3 insofar as they are not already otherwise obliged to do so by virtue of contractual and/or statutory provisions to an extent that is at least equivalent to the level of protection resulting from Section 17.1 to 17.3.

17.6

The rights and obligations under Section 17 shall not be affected by the termination of an Account, and for as long as there is no evidence of an exception under Section 17.3.

18.1

The use of the Service Offerings, the access to Platform and the Subscription of Products are subject to local and international export and re-export control laws and sanctions regulations. The Customer/ Seller/ User agrees to comply with all applicable export and re-export control laws, sanctions and regulations.

18.2

Customer/ Seller/ User acknowledges that the Platform is designed with capabilities to be accessed without regard to geographic location of Customer/ Seller/ Users. The Customer/ Seller/ User shall not, directly or indirectly, provide access to the Platform to any destination, entity, or person prohibited or sanctioned by the respectively applicable national or international laws and regulations without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

18.3

Bosch has the right to refuse the access to the Platform in case the Customer/ Seller/ User acts against a regulation in this Section 18 or if it is necessary for Bosch in order to comply with national or international legal provisions. In this case, the Customer/ Seller/ User is excluded from raising a claim for any damage or other rights on account of the refusal.

18.4

Customer/ Seller/ User agrees that the Platform, the Service Offerings and resulting data, information and software will not be used directly or indirectly for nuclear, chemical or biological weapons proliferation, development of missile technology or any other military purpose.

18.5

This Section 18 shall survive termination or cancellation of the agreements between Bosch and Customer/ Seller/ User.

19.1

At any time, Bosch shall have the right to rebrand the Platform, modify the Platform and the Service Offerings provided free of charge, make new Service Offerings available either free of charge and/or for a fee and to discontinue the provision of free Service Offerings, as well as to change these Terms of Use. Bosch will take due care of Customer/ Seller/ User’s legitimate interests. Before the Platform and/or the Service Offerings become chargeable, Bosch will inform the Customer/ Seller/ User about it.

19.2

Bosch reserves the right to modify these Terms of Use. Customer/ Seller/ User shall be notified of changes by email no later than thirty (30) calendar days before the planned effective date of the changes. If Customer/ Seller/ User does not object within thirty (30) days of receipt of the notification, then the changes shall be deemed to have been effectively agreed as from the expiry date of the time limit. In the event of an objection, the contractual relationship shall be continued subject to the conditions applying hitherto. If an objection is raised, Bosch is entitled to terminate these Terms of Use subject to a one (1) month notice period. Customer/ Seller/ User shall be advised of its right to object and of the consequences in the change notification.

19.3

Editorial changes to these Terms of Use, i.e. changes, which do not affect the contractual relationship, such as correcting typing errors, will be made without notifying the Customer/ Seller/ User.

The Parties are aware that the antitrust law sets forth strict rules for concerted practices and information exchange amongst competitors. If the Parties are competitors or potential competitors, the Parties undertake to only exchange such information which is absolutely necessary for the execution of this Agreement. The Parties shall not be entitled to pass on competitive sensitive information obtained from the any other party internally to departments, business units or affiliates which might be actual or potential competitor to the other Party.

21.1

The contractual relationships between the Parties shall be governed by the laws of India. The exclusive place of jurisdiction for any legal disputes arising from or in connection with these Terms of Use shall be Bangalore, Karnataka.

Force Majeure: Operational disruptions caused by force majeure or other unavoidable events beyond Bosch's control, a) which could not be averted with reasonable effort; and b) which could not have been foreseen even when exercising with extreme care, and c) which make Bosch's obligations under these Terms of Use considerably more difficult or completely or partially impossible, such as strikes, lockouts, exceptional weather conditions, epidemics, operational or traffic disruptions and transport obstructions, discharge Bosch from its obligations under these Terms of Use for the duration of such an event.

22.1

Any statements or notifications to be made by Customer/ Seller/ User to Bosch after Customer/ Seller/ User’s acceptance of these Terms of Use (e.g. setting of time limits, notification of defects) must be provided in text form in order to be effective.

22.2

Customer/ Seller/ User may not assign any or all portion of its obligations without the prior written consent of Bosch, not to be unreasonably withheld.

22.3

Should any provision of these Terms of Use be or become invalid or unenforceable, this shall, however, not affect the remaining provisions.

22.4

Bosch shall be entitled to make any deduction or withholding, as may be required by law at the applicable statutory rate and pay such amount to the respective tax authorities from any payment, unless Bosch is furnished by Seller with a certificate of exemption or reduction of withholding taxes before Bosch executes the respective payment, certifying that Bosch may refrain from making a deduction or withholding of withholding tax. If Bosch missed to deduct withholding tax but is required to pay such withholding tax to the respective tax authorities, the Seller will upon presentation of appropriate documentation of the effected payment and the underlying facts immediately refund the withholding tax amount to Bosch. In this respect, Bosch reserves his rights to offset its refund claim against any and all of Seller’s claims hereunder . In case a deduction or withholding is made and paid to the respective tax authorities Bosch shall furnish a tax certificate evidencing such payment to Seller without undue delay.

22.5

Grievance Redressal Mechanism: In accordance to Information Technology Act 2000 and rules made thereunder and the Consumer Protection (e-commerce) Rules, 2020 and other applicable laws, the name and contact details of the grievance officer are provided below:

Name: Barua Neelam (IN/PJ-MS)

Email: [email protected]

Phone Number: +91(80)6145-5095

Timings: 10:00 AM to 04:00 PM