Terms and Conditions

1. Contractual Relationship

Metre 360 Private Limited is a registered company with Securities & Exchange Commission of Pakistan having its registered office at B-127, Gulshan-e-Iqbal, Block 10 Karachi, Pakistan 75300 (Corporate Unique Identification No. 0193418) incorporated in January 2022. Metre 360 Pvt. Ltd. with its registered office at B 127, Gulshan-e-Iqbal Block 10, Karachi, Pakistan 75300 are defined as (“Metre 360”, “we”, “us” or “our”), and by which expression includes Metre 360’s relevant legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”).

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Metre 360 entity.

This Agreement governs your use of the Metre 360 application, website, call center and technology platform (collectively, the “Metre 360 Platform”). Generally, the right to operate the Metre 360 Platform is licensed by Metre 360 to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the right to access and use the Metre 360 Platform in your jurisdiction. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE METRE 360 PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE METRE 360 PLATFORM.

Your access and use of the Metre 360 Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Metre 360. Metre 360 may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Metre 360 Platform or any portion thereof, at any time for any reason without notice. Supplemental terms may apply to certain Services, such as policies for a particular event, loyalty programme, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Services. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

Metre 360 may amend this Agreement from time to time. Amendments will be effective upon Metre 360’s posting of an updated Agreement at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Metre 360 Platform after such posting constitutes your consent to be bound by this Agreement, as amended. Our collection and use of personal information in connection with the Metre 360 Platform is as provided in Metre 360’s Privacy Policy located at https://www.Metre 360.com. Metre 360 may provide to a claims processor or an insurer or law enforcement authorities any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a third party provider and such information or data is necessary to resolve the complaint, dispute or conflict.

2. The Metre 360 Platform

The Metre 360 Platform provides a digital network which functions as a marketplace where persons (“Users”) who seek vehicle diagnostics & inspection services (“Services”) can be matched with persons, including mechanics & automotive technicians (“Service-man”). Each User shall create a User account that enables access to the Metre 360 Platform. Any decision by a User to make use of or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Service-man or other third party provider to a User shall constitute a separate agreement between such persons.

Materials posted on the Metre 360 Platform are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Metre 360 Platform, or by anyone who may be informed of any of its contents.

We aim to update the Metre 360 Platform regularly and may change the content at any time. If the need arises, we may suspend access to the Metre 360 Platform and the Services or close them indefinitely. Any of the material on the Metre 360 Platform or the Services may be out of date at any given time, and we are under no obligation to update such material.

YOU ACKNOWLEDGE THAT NEITHER METRE 360 NOR ITS AFFILIATES PROVIDE VEHICLE DIAGNOSTIC & INSPECTION SERVICES OR FUNCTION AS A VEHICLE DIAGNOSTIC & INSPECTION SERVICES OR A VEHICLE DIAGNOSTIC & INSPECTION SERVICES PROVIDER, OR OWN ANY EQUIPMENT FOR VEHICLE DIAGNOSTIC & INSPECTION SERVICES AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY METRE 360 OR ANY OF ITS AFFILIATES.

License.

Subject to your compliance with this Agreement, Metre 360 grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Metre 360 Platform on your personal device solely in connection with your use of the Metre 360 Platform; and (ii) access and use any content, information and related materials that may be made available through the Metre 360 Platform, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Metre 360 and Metre 360’s licensors.

Third Party Services and Content.

The Metre 360 Platform may be made available or accessed in connection with third party services and content (including advertising). Metre 360 does not endorse such third-party services and content and you agree that, in no event, will Metre 360 be responsible or liable for any products or services of such third party providers.

When purchasing spare parts or services provided by a Vehicle Repair Shop Partner, you agree and understand that you are doing so subject to the relevant Vehicle Repair Shop Partner’s terms and conditions and at your own risk. You agree that Metre 360 will not be liable for: (i) any act or omission of a Vehicle Repair Shop Partner and/or (ii) any damage or loss that arises in connection with the ordering, purchase and/or provision of a Vehicle Repair Shop Partner’s spare parts or service.

You further understand that to enable a Vehicle Repair Shop Partner to provide you with relevant spare parts or services, Metre 360 may be required to share personal information in the manner described in Metre 360’s Privacy Notice.

For additional terms in relation to the Vehicle Repair Shop Checkout Product available through Metre 360 Payment please see below.

Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Metre 360 Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Metre 360 Platform in any manner. Your access to the Metre 360 Platform using these services or applications is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Metre 360 Platform Ownership.

The Metre 360 Platform and all rights therein are and shall remain Metre 360’s property or the property of Metre 360’s licensors. Neither this Agreement nor your use of the Metre 360 Platform convey or grant to you any rights: (i) in or related to the Metre 360 Platform except for the limited license granted above; or (ii) to use or reference in any manner Metre 360’s company names, logos, product and service names, trademarks or services marks or those of Metre 360’s licensors.

Provision of the Services.

You acknowledge that portions of the Services may be made available under Metre 360’s various request options, including vehicle diagnostic & inspection, request garages or vehicle repair shops, the vehicle diagnostic & inspection request garages or vehicle repair shops and the Metre 360 Payment.

You also acknowledge that the Services may be made available under such garages or vehicle repair shops or request options by or in connection with: (i) certain Affiliates; or (ii) independent third party contractors, including vehicle diagnostic & inspection network company mechanics & automotive technicians or holders of similar vehicle diagnostic & inspection permits, authorizations or licenses.

It is at Metre 360’s discretion which garages or vehicle repair shops or request options are made available to you.

3. Use of the Metre 360 Platform

User Accounts.

In order to use all aspects of the Metre 360 Platform, you must register for and maintain an active personal User account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Metre 360 certain personal information, such as your name, address, mobile phone number, gender and age and vehicle registration. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Metre 360 Platform, including your ability to request access to your personal information or to opt in or out of marketing preferences, or Metre 360’s termination of this Agreement with you.

You agree to maintain the security and secrecy of your Account username and password at all times. You agree and understand that you are responsible for all activity that occurs under your Account, even as a result of loss, damage or theft of the device through which you access the Metre 360 Platform.

Unless otherwise permitted by Metre 360 in writing, you may only possess one Account.

User Requirements and Conduct.

The Metre 360 Platform is not available for use by persons under the age of 18 and may only be used by individuals who can form legally binding contracts under applicable law. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive vehicle diagnostic & inspection services from Service-mans unless they are accompanied by you or another adult. It is your sole responsibility to wear safety boots and gloves at all times while availing the vehicle inspection service product. The vehicle inspection service product can be reserved by you for minors provided they are over 17 years of age and are permitted to use the product in the intended way under applicable laws in your jurisdiction. You are responsible for ensuring that the minor wears safety boots & gloves at all times and that they perform safety-checks on the vehicle inspection service product prior to use. You must educate the minor on the laws that apply to them in their use of the product and must supervise their use at all times. You are solely and exclusively responsible for the activity of minors that you make a reservation for and their use of the vehicle inspection service products.

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Metre 360 Platform, and you may only use the Metre 360 Platform for lawful purposes. You shall not, for the avoidance of doubt, use the Metre 360 Platform to demonstrate, facilitate or procure the vehicle inspection service for illegal or fraud or mislead. You will not, in your use of the Metre 360 Platform, cause nuisance, annoyance, inconvenience, or property damage, whether to a Service-man, Garage Partner, other third party provider or any other party. In certain instances, you may be asked to provide proof of identity or proof of vehicle registration or proof of vehicle insurance to access or use the Metre 360 Platform, and you agree that you may be denied access to or use of the Metre 360 Platform if you refuse to provide proof of identity or proof of vehicle registration or proof of vehicle insurance. Failure to comply with the terms of this section or of section 5 may result in our taking certain actions against you, including but not limited to: (i) immediate, temporary or permanent withdrawal of your right to use the Metre 360 Platform (ii) legal action against you including proceedings for reimbursement of all costs on an (including, but not limited to, reasonable administrative and legal costs) resulting from the breach (iii) disclosure of such information to law enforcement authorities as we feel is necessary and/or (iv) immediate, temporary or permanent removal of any posting or material uploaded by you to our Service.

Metre 360 – Payment

As part of your User Account, Metre 360 may provide you with access to certain payment features in, or in connection with, the Metre 360 application (“Metre 360 – Payment”) including: managing payment for Services; In relation to those features listed above, and made available through your User Account, the following phrases have the meanings set out below.

Please note that not all features are available in each market and may be subject to change.

“Payment” has the meaning “By uploading or storing Credit or Debit Card you acknowledge and agree that you are not depositing cash or money with Metre 360.

Communications.

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialing systems (where allowed by and in compliance with local law). Communications from Metre 360, its affiliated companies and/or Service-mans, may include but are not limited to: operational communications concerning your User account or use of the Metre 360 Platform or Services, updates concerning new and existing features on the Metre 360 Platform, communications concerning promotions run by us or our third- party partners, and news concerning Metre 360 and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. If you no longer wish to receive promotional or marketing-related communications by text message, please contact Legal@Metre 360.com and/or review the Privacy Policy for further information.

4. Charges and Payments

Personal Vehicle Diagnostic & Inspection Services in Pakistan.

As a User, you agree to pay any amounts charged by Metre 360 (the “Metre 360 Fee”) (if applicable in your jurisdiction) and amounts charged by Service-mans or other independent third party provider for providing Services to you (“Charges”).

After you have received Services from a Service-man, a Garage or Vehicle Repair Shop Partner or other independent third party provider, Metre 360: (i) may facilitate your payment of the applicable Charges on behalf of the Service-man or Garage or the Vehicle Repair Shop Partner as such Service-man or Garage or Vehicle Repair Shop Partner’s limited payment collection agent and (ii) may collect any applicable Metre 360 Fee directly from you or, in the case of a cash payment, from the relevant Service-man or Vehicle Repair Shop Partner. Payment of the Charges and Metre 360 Fee in the above manner shall in all cases be considered the same as payment made directly by you to the Service-man, Vehicle Repair Shop Partner or Garage or other independent third party provider or to Metre 360, as applicable. Charges and Metre 360 Fees will be inclusive of applicable taxes where required by law, including any VAT or sales tax. Charges and Metre 360 Fees paid by you are final and non-refundable, unless otherwise determined by Metre 360 or the relevant Service-man.

All Charges and Metre 360 Fees are due immediately and payment will be facilitated by Metre 360 using the preferred payment method designated in your Account, after which Metre 360, Service-man or a Garage or a Vehicle Repair Shop Partner, as applicable, will send you a receipt by email (which is not equivalent to a tax invoice). If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Metre 360 may, on its own behalf, and as the Service-man or the Vehicle Repair Shop Partner’s limited payment collection agent, use a secondary payment method in your Account, if available.

As between you and Metre 360, Metre 360 reserves the right to establish, remove and/or revise Metre 360 Fees at any time in Metre 360’s sole discretion. Charges may also be varied or revised at any time without your consent. Further, you acknowledge and agree that Charges and Metre 360 Fees applicable in certain geographical areas may increase substantially during times of high demand. Metre 360 will use reasonable efforts to inform you of Charges and Metre 360 Fees that may apply, provided that you will be responsible for Charges and Metre 360 Fees incurred under your Account regardless of your awareness of such Charges or Metre 360 Fees, as applicable, or the amounts thereof.

Repair or Maintenance Fees.

You shall be responsible for the cost of for damage to, or necessary repairing of, your vehicles and property resulting from use of the Metre 360 Platform under your Account in excess of normal “wear and tear” damages and necessary repairing (“Maintenance”). In the event that a Service-man reports the need for Repair or Maintenance, and such Repair or Maintenance request is verified by Metre 360 in Metre 360’s reasonable discretion. Metre 360 reserves the right to facilitate payment for the reasonable cost of such Repair or Maintenance on your behalf using any of your payment methods. Such amounts will be transferred by Metre 360 to the applicable Service-man and are non-refundable.

5. Restricted Activities

With respect to your use of the Metre 360 Platform and your participation in the Services, you agree that you will not: (i) impersonate any person or entity (ii) stalk, threaten, or otherwise harass any person (including other Users making simultaneous use of the Service), or carry any weapons (iii) vehicle inspection service product without wearing safety boots & gloves (iv) violate any law, statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the Services or the Metre 360 Platform or the servers or networks connected to the Metre 360 Platform (v) post information or interact on the Metre 360 Platform or with respect to Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal (vi) use narcotics or alcohol (vii) use the Metre 360 Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (viii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Metre 360 Platform (x) “frame” or “mirror” any part of the Metre 360 Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose (xi) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Metre 360 Platform or any software used on or for the Metre 360 Platform (xii) rent, lease, lend, sell, redistribute, license or sublicense the Metre 360 Platform or access to any portion of the Metre 360 Platform (xiii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Metre 360 Platform or its contents (xiv) link directly or indirectly to any other web sites (xv) transfer or sell your User account, password and/or identification to any other party (xvi) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (xvii) cause any third party to engage in the restricted activities above. In the event that you undertake in any of the above while participating in Services, a Service-man shall be permitted to refuse to provide you Services or, if such Services have commenced, a Service-man shall be permitted to refuse to continue to provide you Services.

6. Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER.

THE METRE 360 PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” METRE 360 DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF VEHICLE REPAIR SHOPABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, METRE 360 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE METRE 360 PLATFORM, SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE METRE 360 PLATFORM, OR THAT THE METRE 360 PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. METRE 360 AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF SERVICE-MANS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE METRE 360 PLATFORM AND SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Metre 360 and its Affiliates are not responsible for the conduct, whether online or offline, of any User, Service-man Partner, mobile operator, or any other third party. You are encouraged to use a reasonable degree of sensibility and caution when interacting with other Users, Service-mans or any other third party.

We are not required to procure insurance for, nor are we responsible for private belongings, such as the damage or loss of private belongings, including but not limited to damage or loss caused by: (i) theft or snatching; (ii) because the belongings are left a vehicle or left unattended; or (iii) Vehicle Repair Shop Partners (or their authorized personnel) when providing a service or a product which you have requested through the Metre 360 Platform. You are advised not to keep your personal belongings unattended, including when you request a Vehicle Repair Shop Partner to provide services in your household or other premises.

By using the Metre 360 Platform and participating in the Services, you agree to accept such risks and agree that Metre 360 is not responsible for the acts or omissions of Users, Service-mans, Garage Partners, Vehicle Repair Shop Partners, mobile operators, or any other third party.

You acknowledge that Metre 360 may not have its own insurance coverage from which you may benefit. In the event thereof, you agree to provide proper notification of an insurance claim and accept the benefit of any insurance service provided at your own risk and you hereby acknowledge that Metre 360 is not acting as a broker in connection therewith, nor does it provide any guarantees, warranties or any other assurances in connection therewith.

Metre 360 and its Affiliates expressly disclaim any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

Location or vehicle diagnostic & inspection data provided by the Metre 360 Platform is for basic location or vehicle condition purposes only and is not intended to be relied upon in situations where precise location or vehicle quality information is needed or where erroneous, inaccurate or incomplete location or vehicle condition data may lead to death, personal injury, property or environmental damage. Neither Metre 360, nor its Affiliates nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location or vehicle diagnostic and inspection data tracked or displayed by the Metre 360 Platform. Any of your information, including geolocation, vehicle diagnostic & inspection data you upload, provide, or post on the Metre 360 Platform may be accessible to Metre 360, selected partners and relevant Service-mans.

LIMITATION OF LIABILITY.

METRE 360 AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE OR VEHICLE DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE METRE 360 PLATFORM OR SERVICES, EVEN IF METRE 360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METRE 360 AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE METRE 360 PLATFORM OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE METRE 360 PLATFORM OR THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY SERVICE-MAN OR OTHER THIRD PARTY PROVIDER, EVEN IF METRE 360 OR ITS AFFILIATES OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METRE 360 AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. YOU ACKNOWLEDGE THAT SERVICE-MANS PROVIDING VEHICLE DIAGNOSTIC & INSPECTION SERVICES REQUESTED THROUGH SOME REQUEST GARAGES OR VEHICLE REPAIR SHOPS MAY OFFER PEER-TO-PEER VEHICLE DIAGNOSTIC & INSPECTION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL METRE 360’S AND/OR AN AFFILIATE’S AND/OR A PARTNER’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE METRE 360 PLATFORM, THE SERVICES, ANY WEBSITE OR APPLICATION LINKED THERETO, ANY MATERIAL POSTED ON THE FOREGOING OR ACTS OR OMISSIONS OF GARAGE PARTNERS OR VEHICLE REPAIR SHOP PARTNERS OR OTHER PARTNERS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS OR EQUIVALENT AMOUNT IN ANOTHER CURRENCY.

THE METRE 360 PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE THE SERVICES WITH SERVICE-MANS BUT YOU AGREE THAT METRE 360, IT’S AFFILIATES, GARAGE PARTNERS, VEHICLE REPAIR SHOP PARTNERS AND OTHER PARTNERS HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICE PROVIDED TO YOU BY SERVICE-MANS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 6 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity.

You agree to indemnify and hold Metre 360, its Affiliates, Garage Partners, Vehicle Repair Shop Partners and other partners and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Metre 360 Platform and the Services or services or spare parts obtained through your use of the Metre 360 Platform; (ii) your breach or violation of this Agreement or(iii) your violation of the rights of any third party, including Service-mans.

7. Dispute Resolution

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Metre 360 Platform or Services (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Metre 360 Pvt. Ltd., if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Metre 360 are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Metre 360 and/or any of its Affiliates.

Arbitration Process and Rules.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Metre 360 Platform or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

8. Other Provisions

Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the Metre 360 is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Metre 360 at Legal@Metre 360.com.

Notice.

Metre 360 may give notice by means of a general notice on the Metre 360 Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Metre 360 by written communication to Metre 360’s email address at Legal@Metre 360.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Metre 360’s prior written approval. You give your approval to Metre 360 for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Metre 360’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Metre 360 or any Service-man as a result of the contract between you and Metre 360 or use of the Metre 360 Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.