This is important: This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Texinsta ,. (“Texinsta ,” “we”, or “us”), Texinsta Solutions Llp, and to the extent expressly stated, (Texinsta Solutions Llp .”), governing your use of Texinsta webSite and Mobile Application , collectively, “Services”).You understand that by using the Texinsta Site or Site Services (which generally means using in any way our work marketplace Texinsta.com or our Mobile applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Texinsta’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Fee payment Agreement, Privacy Policy, Terms of Use, applicable and User Agreement, including Section which contains an arbitration agreement and class action waiver that applies to claims brought against Texinsta in the India . This Agreement also incorporates, for any User using, You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service. If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Texinsta.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity. To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a special meaning. Section 16 provides the definitions of some capitalized terms and others are defined throughout the Terms of Service (look for quotation marks and bold font). Table of Contents 1. Texinsta Accounts 2. Purpose of Texinsta 3. Contractual Relationship Between Clients 4. Texinsta Fees 5. Payment Terms 6. Communications through site 7. Records of Compaince 8. Warrantee & Diclaimer 9. Limitation of Liability 10. Release 11. Indemnificatioin 12. Agreement Terms & Terminaton 13. Disputes between You and Texinsta 14. General 1 TexInsta ACCOUNTS How you can register for an TexInsta account and the different types of accounts that you can have. 1.1 REGISTRATION You must register for an account to have full access to our Services, and your registration is subject to our approval. You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”. Your Account registration is subject to approval by Texinsta . We reserve the right to decline a registration either to join Texinsta or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. 1.2 ACCOUNT ELIGIBILITY You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older. Texinsta offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self- employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts. 1.3 ACCOUNT PROFILE You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete. To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account. 1.4 ACCOUNT TYPES We offer Three types of accounts (“Account Types”): Clinets (Seller & Byyers), Clients employees and Agents ). You promise to register for only one Account that requires a unique log in. This Account will house all of your Account Types. Never share your Account password with anyone; you can give permissions to other Users to act under your Account Types as Team Members We offer 2 different Account Types. One is main user and other is subuser . Once you register for your Account (only one per User), you can add other sub user or Employees under the same username and password. The Subuser will use the account as per departments assigned by Main user . You agree not to register for or maintain more than one Main Account and Profile without express written permission from us. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company. CLIENT ACCOUNT You can register for an Account or add an Account Type to use the Services as a Client (a “Client Account”). Client Account Types have a feature that allows the account owner to give permissions to other Users (“Team Members”) to act on behalf of the Client Account. Each Team Member must have their own Account to be added as a Team Member on the platform Agents : A specific type of Account you can add is an “Agents ”, which is referred to as an “Agency”. Agency Account Types have a feature that allows the Agency owner to give permissions to other Users (“Agency Member”) to act on behalf of the Agency. Each Agency Member must have their own Account to be added as an Agency Member on the Agency Account. You acknowledge and agree that the Agency Account owner is solely responsible, and assumes all liability, for: (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law or contract for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members; and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member. The Agents are the one authorized by Buyers or Seller to work follow up actions and to take their services, The Agents gets commission for their services from Buyer and seller . Our platform in any way , is not responsible for realization of Agents commission or to resolve or mediate any dispute between agents and their respective principals . 1.5 ACCOUNT PERMISSIONS You are responsible for all activity on your Account. You may provide other Users permissions to act on your Account only as described in Section 1.4 and in this Section 1.5. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Service Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, Texinsta may close any related Accounts as well. 1.6 IDENTITY AND LOCATION VERIFICATION You will allow us to verify your identity, location, and business affiliations from time to time. When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Texinsta You authorize Texinsta, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed. 1.7 USERNAMES AND PASSWORDS You will keep your username and password secret and will not share them, and you will not use anyone else’s username and password. Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. 2. PURPOSE OF TEXINSTA What we do and do not do when providing our Services and some of your responsibilities when using our Services. The Texinsta Site is a work marketplace where Buyers and Sellers can identify each other and advertise, buy, and sell Products online and enter into Contract . Subject to the Terms of Service, Texinsta provides the Services as a Virtual Platform for Sellers , Buyers and Agents . Texinsta as an Virtual Platform facilitate to keep the all records and to follow up order through Electronic and digital means of Mobile Applications . 2.1 RELATIONSHIP WITH TEXINSTA We offer a work marketplace: an online platform for Users to find and connect with each other. We are not involved directly in your negotiations or the delivery of products & Services and are not a party to any agreements you may make with other Users. You are solely responsible for your content published to Texinsta and for your agreements with other Users, including vetting each other and performance under the agreements. Texinsta offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Goods and Services, and make and receive payments . Texinsta neither performs nor employs individuals to offer products or Services. You acknowledge and agree that Texinsta does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Contract and agree that: (a) Texinsta is not responsible for ensuring the accuracy or legality of any Product or Service , for which Users are solely responsible; (b) Texinsta is not responsible for the offering, performance, or procurement of Product or Services, (c) Texinsta does not make any representations about or guarantee any particular User’s Product or offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Texinsta and any User offering Proucts & services. While Texinsta may provide certain badges on Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Client to complete a Service Contract. You further acknowledge and agree that Users, and not Texinsta, are solely responsible for (a) evaluating and determining the suitability of any Product or Company or user (b) assessing whether to enter into a Sales Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Sales Contract on Texinsta as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Contracts between Users are directly between the Users and Texinsta is not a party to those contracts. If you are an Agent or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agents are solely responsible to their duties on behalf of their principals Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in direct business with each other As part of our constant effort to improve our Services for our customers, we may test or otherwise temporarily offer certain features and beta tools for your use. We will generally flag on the Site or in related customer forums when a particular tool is being tested and how the feature works, but we do not guarantee that the Site, or any of its tools or features, will be available at any given time. 2.2 TAXES AND BENEFITS users are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations. Users acknowledges and agrees that Users are solely responsible for: (a) all tax liability (b) obtaining any liability or other insurance needed or required by law, and that Goods or Services are not covered by or eligible for any insurance from Texinsta; (c) determining and fulfilling Users obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the India determining if Texinsta is required by applicable law to pay any withholding amount to the appropriate authorities (including penalties and interest). Users are responsible for paying all taxes arising in connection with any Service Agreement entered into on the Platform and this Agreement, without any offset or deduction to the fees paid to Texinsta. In the event of an audit of Texinsta, Users agrees to promptly cooperate with Texinsta and provide copies of Users tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing User is engaging in an independent business as represented to Texinsta. 2.3 MARKETPLACE FEEDBACK AND USER CONTENT Users publish and ask Texinsta to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk. You acknowledge and agree that Users publish and request Texinsta to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Clients voluntarily submit to Texinsta and does not constitute an introduction, endorsement, or recommendation by Texinsta. You agree that Texinsta is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services. You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that Texinsta may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including your Product or Company Score and other User Content highlighted by Texinsta on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Texinsta is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Texinsta of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Texinsta may rely on the accuracy of such information if you do not. Texinsta provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Texinsta generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. Texinsta reserves the right (but is under no obligation) to remove posted feedback or information that Texinsta determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Texinsta. 3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENTS This section discusses the relationships you may decide to enter into with another User, including contracts to buy or sell Product & Services with another User. 3.1 SALES CONTRACTS, SERVICE CONTRACTS Users, not Texinsta, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be. As provided in Section 2.1 above, if two or more Users decide to enter into a Sales Contract, the contract is a contractual relationship directly between two Clients; Texinsta is not responsible for and is not a party to any Sales Contract and under no circumstances will any such contract create any relationship between Texinsta and any User. With respect to any Contract, Clients may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, etc.), provided that those agreements do not conflict with, narrow, or expand Texinsta’s rights and obligations under the Terms of Service, including this Agreement and the applicable Instructions. 3.2 DISPUTES AMONG USERS You agree to try to resolve your disputes with other Users by following the dispute resolution process that apply to your contract. For disputes arising between Clients, you agree to abide by the dispute resolution process that is explained in the Instructions that apply to your particular Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Texinsta will not and is not obligated to provide any further dispute resolution assistance. If User seeks an order from an arbitrator or court that might direct Texinsta, Texinsta , or our Affiliates to take or refrain from taking any action with respect to an Contract , that party will (a) give us at least ( 7) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Texinsta or Texinsta affiliate, we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Texinsta or Texinsta Affiliates , Texinsta be paid for the reasonable value of the services the order obligates us to undertake. 3.3 CONFIDENTIAL INFORMATION Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other Users’ confidential information a secret. Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Contract Terms. If Users do not agree to their own confidentiality terms, this Section 3.3 (Confidential Information) applies. To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section 3.3 applies to information exchanged for purposes relating to evaluating whether to enter into a Sales Contract, even if such contract is never agreed to. 4. TEXINSTA FEES Users agree to pay Texinsta certain fees in exchange for Texinsta providing the Services and agree that Texinsta may collect certain taxes. Membership Fees and Connects. Users may subscribe to different levels of participation and privileges on the Site to access additional features and Site Services, by payment of subscription membership fees and by purchasing Membership as described in the Membership Agreement. Disbursement Fees. Freelancers will pay Texinsta a disbursement fee for remitting payments to their preferred payment method. This fee is paid to Texinsta in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method will be listed on the Site and is subject to change. 4.1 GST AND OTHER TAXES Texinsta Fees are exclusive of taxes. Texinsta may be required by applicable law to collect or pay certain taxes or levies, including GST , TDS etc. These collection and ithholding requirements and rates may change based on changes to the law in your area. Any amounts Texinsta is required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to Texinsta under the Terms of Service. 4.2 NO FEE FOR INTRODUCING OR FOR FINDING PRODUCTS or BUYERS Texinsta does not charge a fee when a Users finds a suitable Buyer or finds a Product . In addition, Texinsta does not charge any fee or dues for posting or viewing feedback, including Composite Information. 5. PAYMENT TERMS 5.1 The Users will comply with the Payment Terms they agreed for the Service charges of Texinsta. 5.2 Also, the Users will comply with the Payment Terms they agreed in the Sales contract for the Products and for the Commission payment of their respective Business Agents … 5.3 NON-PAYMENT OR DEFAULT This section describes the actions Texinsta can take if a User does not pay fees on time of TexInsta. Texinsta is not responsible for a Users Non Payment in the Sales Contract or Commission payments of their respective agents . If Client is in “default”, meaning the Client fails to pay the Texinsta Fees or any other amounts when due under the Terms of Sales Contract , or a written agreement for payment terms ative of Texinsta), Texinsta will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, User will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Texinsta Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after The Due Date (c) User fails to pay an invoice in the sales Contract or by Texinsta within the time period agreed or, if no period is agreed, within 30 days; If the User is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the Site to process any additional payments, enter into Sales Contracts, through the Site. However, Client will remain responsible for any amounts that accrue . Without limiting other available remedies, Client must pay Texinsta upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. Texinsta can set off amounts due against other amounts received from User or held by for Client by Texinsta, Texinsta . Texinsta can make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution. Texinsta does not guarantee that User is able to pay or will pay Invoices in Due dates as per the Sales Contract . Texinsta is not liable for any Delay or non payment from Users to other User . if User is in default with Other User , The Sufferer may use the dispute process as described below or Any other Method as per Prevailing Trade practice or Law . In order to recover funds from Users in the event of a default or may pursue such other remedies against User as he chooses. Texinsta in any form , will not assist anyone , in recovering the Non paid amount or will be liable in any form for the Non Payment among users . 5.4 NO RETURN OF FUNDS Clients agree that, once Texinsta charges their Payment Methods, the charge cannot be refunded . Users agree not to initiate refunds or like that. 5.5 PAYMENT METHODS Users will use the Details mentioned by Texinsta for its Fees And Also the details of users for the Payments .. By providing Payment Method information through the Site or by authorizing payments with the Payment Method, you represent that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments or Receive payment using the Payment Method(s); (c) you are an employee or agent of a company or person that owns the Payment Method, that you are authorized by the company or person to use the Payment Method to make payments on Texinsta; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law. When you authorizes a payment using a Payment Method via the Site, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under Sale Agreement . Users are solely responsible for paying such amounts by other means. Texinsta is not liable to any User if Texinsta does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Texinsta will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with their Agreement . 6. COMMUNICATING THROUGH THE SITE; NOT SHARING CONTACT DETAILS Prior to entering into a Sales Contract, you agree to communicate with other Users exclusively through Texinsta. The provisions of this Section 6 apply to any interaction between Users where the Client has a Basic, Plus, or Marketplace Account, and do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client” means a Client, including an Enterprise client or an Texinsta Business Client, that has the following “Enterprise” badge displayed on its job post or search tile: For Users subject to this Section 6.0 , Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Texinsta as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Texinsta; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site. For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media. You acknowledge and agree that a violation of this Section 6.0 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations. 7. RECORDS OF COMPLIANCE You agree to make and keep all required records. You are solely responsible for creation, storage, and backup of your business records. You agree that Texinsta has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law. 8. WARRANTY DISCLAIMER We are not responsible for the quality, safety, or reliability of our Services. Texinsta and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Texinsta and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose. 9. LIMITATION OF LIABILITY Any liability we may have to you is limited. Texinsta is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service. Additionally, in no event will Texinsta, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of Texinsta, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed any fees retained by Texinsta with respect to service contracts on which User. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Texinsta has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you. 10. RELEASE You agree not to hold us responsible for any dispute you may have with another User. In recognition of the fact that Texinsta is not a party to any contract between Users, you hereby release Texinsta, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Porduct to Client by a client or Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed below . 11. INDEMNIFICATION If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below. You will indemnify, defend, and hold harmless Texinsta, Tour other Affiliates, and our respective directors,officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default ,incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this , your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User. 12. AGREEMENT TERM AND TERMINATION This section discusses when and how long this Agreement will last, when and how either you or Texinsta can end this Agreement, and what happens if either of us ends the Agreement. 12.1 TERMINATION You and Texinsta both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends. Unless both you and Texinsta expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to noticetexinsta@gmail.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed. You agree that Texinsta is not a party to any Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Contracts , you agree that (a) you thereby instruct Texinsta to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Contracts have closed on the Site and your access to the Site has been terminated; (c) Texinsta will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Contracts, whichever is later, to Texinsta for any User or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services. Without limiting Texinsta’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Texinsta’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Texinsta decides to temporarily or permanently close your account, Texinsta has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Texinsta will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure. 12.2 ACCOUNT DATA ON CLOSURE Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Texinsta expressly disclaims liability. Texinsta may retain some or all of your Account information as permitted or required by law and the Privacy Policy. 12.3 SURVIVAL After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Texinsta from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination. 13. DISPUTES BETWEEN YOU AND TEXINSTA Section 13 discusses your agreement with Texinsta and our agreement with you about how we will resolve any disputes between us, including that we will both first try to resolve any dispute informally and, if you are in the India , we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally. Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration. 13.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE If a dispute arises between you and Texinsta or our Users and affiliates , our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Texinsta, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Texinsta (including without limitation any claimed employment with Texinsta or one of our Affiliates or successors), the termination of your relationship with Texinsta, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”). By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Indian Arbitration Act . 13.2 CHOICE OF LAW This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the India , without regard to its conflict of law provisions; provided, however, that any Claims made by any user will be governed by the law of the state in which such user resided at the time the dispute arose. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Indian Arbitration Act . 13.3 INFORMAL DISPUTE RESOLUTION( USER AND TEXINSTA & BETWEEN USERS Before serving a demand for arbitration of a Claim, you and Texinsta agree to first notify , USERS & each other of the Claim. You agree to notify Texinsta of the Claim by email to noticetexinsta@gmail.com, and Texinsta agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Texinsta then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Texinsta, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Texinsta will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action. 13.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE INDIA AND ITS TERRITORIES) This Arbitration Provision applies to all Users located in or who reside in the INDIA and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Texinsta, and our users agree to resolve the Claim by final and binding individual arbitration before an arbitrator from SAMADHAN , instead of a court or jury. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, present, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Texinsta ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Texinsta Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. The parties may approach the court where the arbitration will be conducted for appointment of a neutral arbitrator. Aarbitrations will be conducted in the same state where the User is located.. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You, other Users and Texinsta will follow the applicable rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. 13.4.1 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable,. 13.4.2 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION You may opt out of the Arbitration Provision contained in this Section 14 by notifying Texinsta in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Texinsta at Attn: Legal, 655 Montgomery ST STE 490, DPT 17022, San Francisco, CA 94111-2676 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@Texinsta.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement. If you do not opt out as provided in this Section , continuing your relationship with Texinsta constitutes mutual acceptance of the terms of this Arbitration Provision by you and Texinsta. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision. 13.4.3 Enforcement of this Arbitration Provision This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. 14. GENERAL Additional terms of the agreement between you and Texinsta, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations. 14.1 ENTIRE AGREEMENT This Agreement, together with the Privacy Policies, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. . 14.2 MODIFICATIONS; WAIVER We may modify these terms and will provide you reasonable advance notice of substantial changes. Subject to the conditions set forth herein, Texinsta may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Texinsta will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by Texinsta, Texinsta will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Texinsta unless they are agreed in a written instrument signed by a duly authorized representative of Texinsta or posted on the Site by Texinsta. Email will not constitute a written instrument . Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement. 14.3 ASSIGNABILITY You may not transfer any rights you have under our Terms of Service unless we give you approval These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to email to noticetexinsta @gmail.com at includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Texinsta does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Clients. No other assignments are valid without Texinsta’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void. 14.4 SEVERABILITY; INTERPRETATION If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction. 14.5 FORCE MAJEURE When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to l disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control. 14.6 PREVAILING LANGUAGE AND LOCATION The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in India. 14.7 ACCESS OF THE SITE OUTSIDE THE INDIA Texinsta makes no representations that the Site or Services are appropriate or available for use outside of the India . Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the India and abroad, including export and import regulations. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving India Origin products, including services or software. In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to INDIA ; or (c) an individual, or an individual employed by or associated with an entity, identified in Inda . 14.8 CONSENT TO USE ELECTRONIC RECORDS Texinsta and its Users may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Texinsta and its Affiliates rather than in paper form.