Terms of Use

  1. What is this document?
    1. These terms of use (the “Terms of Use”), read together with the privacy policy located at www.cuemath.com/privacy (“Privacy Policy”) constitute a legal and binding agreement (“Agreement”) between you and Cue Learn Private Limited (“Cue Learn”, or Cuemath or “we” or “us” or the “Company”). The Company has its registered office at D-58, Basement, Kalkaji, New Delhi 110 019, India, and Learning Centre at Plot No. 7, 80 Feet Road, 4th Block, Koramangala, Bengaluru – 560034 and enables, inter alia, a Math learning program for students of classes from KG to 8th standard (Cuemath Learning Program). The Company enables the registration of the teachers and parents of the children, desirous of being part of the Cuemath Learning Program, on the website of the Company viz. www.cuemath.com (the “Website”). This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us, or our subsidiaries or affiliates. If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept these terms on such entity's behalf, and that you agree to indemnify us for violation of this Agreement. Any capitalized term used in this Term of Use and not defined herein shall have the meaning as defined in the Privacy Policy.
    2. This Agreement applies to you whether you are:
      1. A Teacher who have taken up or seeks to take up the Teaching Partnership of Cue Learn (“Teachers”, “CTP”, “you” or “User”); or
      2. A Teacher who have taken up or seeks to take up the Teaching Partnership of Cuemath (“Teachers”, “CTP”, “you” or “User”); or
      3. Otherwise a user of the Website (“you” or “User”).
    3. The Website facilitates the services rendered by the Company, and provides for general information to public, and other incidental services, including without limitation, the information pertaining to the Cuemath Learning Program. If you intend to enroll/register or be part of the Cuemath Learning Program of the Company then, you are required to follow the instructions as are listed on the Website and accept the terms of this Agreement. Cuemath Learning Program is an after-school math program designed for students from grades KG through 8th standard and seeks to act as a medium for imparting math education by qualified teachers to the students enrolled under the Cuemath Learning Program.
    4. You agree that by accessing, using or browsing the Website, you shall be automatically governed by this Agreement, and/or any submission of your personal information shall be governed by the Privacy Policy as provided on our website. The terms contained in this Agreement shall be accepted without any modification. The Agreement will apply to your visit to and your use of the Website, as well as to all information provided by you on the Website at any given point in time. This Agreement defines the terms and conditions under which you are allowed to use the Website and describes the manner in which we shall treat your account while you are registered with us. If you have any questions about any part of the Agreement, feel free to contact us at info@cuelearn.com.
    5. By accessing the Website to enroll/register or be part of the Cuemath Learning Program of the Company, you irrevocably accept all the conditions stipulated in (a) this Agreement; (b) the Privacy Policy as set out on our website, and agree to abide by them. This Agreement supersedes all previous oral and written terms and conditions (if any) communicated to you. By being part of the Cuemath Learning Program, you signify your agreement to this Agreement.
    6. We reserve the right to modify or terminate any portion of the Agreement for any reason and at any time. You are, therefore, requested to read the Agreement at regular intervals. Your use of the Website following any such modification constitutes your agreement to follow and be bound by the Agreement, so modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable in general and/ or to specific areas of this Website are also considered as part of the Agreement.
    7. You acknowledge that you will be bound by this Agreement for being part of the Cuemath Learning Program
    8. Your access to the Website will be solely at the discretion of the Company.
    9. You shall not allow any party other than yourself (or your children, in case you are a parent) to use or have access to this Website or disclose to such third party any content of this Website. Any violation of this term will be viewed seriously by us and we reserve the right to take all action under this Agreement or under law against you to prevent such illegal use, disclosure or access by or to such third party.  
    10. This Agreement is published in compliance of, and is governed by the provisions of Indian law, including, but not limited to:
      1. the Indian Contract Act, 1872;
      2. the Information Technology Act, 2000 (the “IT Act”);
      3. the rules, regulations, guidelines and clarifications framed under the IT Act, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Information) Rules, 2011 (the “SPI Rules”);
      4. the Information Technology (Intermediaries Guidelines) Rules, 2011 (the “IG Rules”); and
      5. the Consumer Protection Act, 1986.
  2. Submission of information
    1. Account: If you allow a third party access to the Services through your account, you shall ensure that the said third party is bound by and abides by the terms of this Agreement. All provisions in this Agreement are applicable to the third party.
    2. Please refer to our Privacy Policy <provide a link> to know more about our policy with regards to collections, storage and use of personally identifiable information provided by you.
    3. The Company authorizes you to access the Website solely, to access information or enroll/register or be part of, the Cuemath Learning Program of the Company.
    4. You hereby authorize the Company to (i) use your submitted information to contact you, (ii) maintain a record of your queries, visit of the Website, and/or feedback, and (iii) use all submitted information by you in a manner as it may deem necessary.
    5. To enroll/register or be part of the Cuemath Learning Program of the Company, you may be required to provide your name, age, mobile or phone number, and/or address; without limiting the generality of foregoing, you are required to provide accurate and complete information.  
    6. The Company may, at any time and without having to serve any prior notice to you, (i) upgrade, update, change, modify, or improve the Website or a part thereof in a manner it may deem fit, and (ii) change the contents of this Agreement or the Privacy Policy. It is your responsibility, in such cases, to review the terms of the Agreement from time to time. Such change shall be made applicable when they are posted. The Company may also alter or remove any content from the Website without notice and without liability.
    7. The Company reserves the right, at its sole discretion, to suspend your ability to use or access the Website (or a part thereof) at any time while the Company investigates complaints or alleged violations of this Agreement, or for any other reason. Further, it shall also have the ability to prohibit or restrict you from using the Website if the Company, in its opinion, feels that you are misusing the Website in any manner whatsoever.
    8. The use of the Website is governed by the Company’s Privacy Policy <<insert link>>. The Company’s Privacy Policy sets forth its standard practices regarding the collection, use and disclosure of personal information that it obtains about you in connection with the Services.
  3. User Covenants
    1. By registering on the Website or contacting us through the Website, you represent that you must be 18 (eighteen) years of age and legally entitled to contract under Indian law, and are not barred by any law, in any jurisdiction or bound by any agreement that restricts your right to accept the Agreement or use the Website. In the event you are a minor as per Indian law, or if you are barred by any law, in any jurisdiction or bound by any agreement that restricts your right to access the Website, you may not register or contact us through the Website. The Company reserves the right to accept your registration on the Website.
    2. As mandated by Regulation 3(2) of the IG Rules, and to the extent it is applicable to this Agreement, the Company hereby informs you that you are not permitted to host, display, upload, modify, publish, transmit, update or share any information that:
      1. belongs to another person and to which you do not have any right;
      2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
      3. harms minors in any way;
      4. infringes any patent, trademark, copyright or other proprietary rights;
      5. violates any law for the time being in force;
      6. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
      7. impersonates or defames another person;
      8. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; and
      9. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to any other nation.
    3. You are also prohibited from:
      1. violating or attempting to violate the integrity or security of the Website;
      2. transmitting any information on or through the Website that is disruptive or competitive to the provision of the services provided by the Company;
      3. intentionally submitting on the Website any incomplete, false or inaccurate information;
      4. using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Website;
      5. attempting to decipher, decompile, disassemble or reverse engineer any part of the Website;
      6. copying or duplicating in any manner any of the information available from the Website; and
      7. framing or hotlinking or deep linking any contents from the Website.
    4. The Company, upon obtaining knowledge by itself or having been brought to actual knowledge by an affected person in writing or through email about any such information as mentioned in Clause c) above, shall be entitled to disable such information that is in contravention of Clause c), the Company shall be entitled to preserve such information and associated records for production to governmental authorities for investigation purposes.
    5. The Company may disclose or transfer information provided by you to its affiliates in other countries, and you hereby consent to such transfer. The SPI Rules only permit the Company to transfer sensitive personal data or information under the SPI Rules including any information, to any other body corporate or a person in India, or located in any other country, that ensures the same level of data protection that is adhered to by the Company as provided for under the SPI Rules, only if such transfer is necessary for the performance of the lawful contract between the Company or any person on its behalf and the user or where you have consented to data transfer.
  4. Terms of Use applicable to CTPs
    • These terms govern the relationship between the CTPs and the Company
    1. Eligibility Criteria for CTP
      1. You are not eligible to register for Teacher Partnership (the “CTP”) if you are a minor. In India, persons under 18 (eighteen) years of age are minors. You represent that You are of legal age to form a binding contract under the laws as applicable in India.
      2. You should have taken mathematics as a subject in senior secondary standard.
      3. You should be willing to conduct the sessions/classes at home or at designated premises.
      4. The Company reserves the right to refuse CTP to the new registrants without providing any reasons.
    2. Information of the CTP
      1. The Company may make the facility of registering as CTP available to You, only if You have provided the Company certain information required on the Website. The representatives of the Company will contact You post the completion of the registration on the Website.
      2. You shall ensure that the information provided by You in the Website's registration form is complete, accurate and up-to-date.
      3. If You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your CTP.
    3. Obligations of The CTP
      1. You shall endeavor to support the Company in the marketing and promotion of the Cuemath Learning Program.
      2. You shall establish and maintain appropriate, attractive and accessible premises and facilities for running the Cuemath Learning Program.
      3. You shall at all times perform your obligations in the professional, ethical, legal and socially responsible manner and shall not involve yourself in any act involving moral turpitude or any act which may give rise to anti-national feelings, discrimination based on caste, creed, sex or religion or involve in act which may cause mental or physical injury to any of the students. You agree to fully indemnify Cue Learn, its directors, its employees, its officers from any claim, damage, loss, decree, order, judgment, expense, liability or financial obligation of any nature whatsoever arising out of your negligence, default, action, omission, breach of any applicable laws and any illegal conduct.
      4. You shall assume the duty of conducting interactive sessions with students and their parents/ guardians with the aim to facilitate an understanding of Cuemath Learning Program and address all the academic and non-academic queries / issues raised by the concerned person attending such interactive session satisfactorily.
      5. You shall not have any claim, whatsoever, on the content relevant to run the program, including worksheets, tablet based apps, softwares and any other learning material including the logo and brand name of the Company (“Content”) of the Company and shall not acquire any right, title or interest in or to the Intellectual Property.
      6. You shall also endeavor to protect the confidential information and goodwill of the Company.
      7. You shall comply with all terms and obligations mentioned under the agreement entered between You and the Company in relation to CTP.
    4. Obligations of the Company
      1. The Company shall provide content, branding as well as the learning material to You.
      2. The Company shall also provide printed marketing material to You.
      3. The Company shall provide You with an online teacher student interface through which You can upload student performances and other parameters required for assessing students. You will be responsible for maintaining the confidentiality of the account information required to login to the interface, and are fully responsible for all activities that occur under account. The Company cannot and will not be liable for any loss or damage arising from Your failure to comply with these conditions.
      4. The Company shall conduct regular training and interaction sessions with CTP for quality control.
  5. Terms of Use applicable to Parents/Children enrolled/seeking to enrol under the Cuemath Learning Program:
    1. Information of the Parent
      1. The Company may make available the facility of enrolling Your child/children for Cuemath Learning Program, after You have provided the Company information as required by way of on a written / online application submitted to the Company (the “Information”).
      2. You shall ensure that the Information provided by You in the Website's registration form is complete, accurate and up-to-date.
      3. If You provide any Information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or the Company has reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete, the Company has the right to refuse or cancel the enrolment of Your child.
    2. Obligations of the Parent
      1. You shall pay the monthly fees, as prescribed by the Company, to the respective CTP. If You default in payment of the monthly fees for a successive period of seven (7) days, the enrolment of the student shall stand cancelled and You/Your child will not be entitled to receive the benefits under the Cuemath Learning Program.
      2. You shall be responsible for the conveyance of the Your child/children to and from the premises used for teaching by CTP to your own premises and vice versa. The CTP or the Company shall not hold any responsibility, whatsoever, with respect to such conveyance to and from the premises.
      3. You shall not have any claim, whatsoever, on the Content provided by the Company and shall not acquire any right, title or interest in or to the Content.
    3. Obligations of the Company
      1. The Company shall provide the necessary support to the CTPs to enable an enriching experience for the students enrolled in the Cuemath Learning Program.
      2. Subject to Article 17 below, any instance of misconduct or misdemeanor by the CTP against You or Your child/children shall be reported to the Company and the Company shall take reasonable efforts to immediately suspend the affiliation of the CTP with the Company depending on the veracity of the complaint filed against the CTP.
  6. Third party information
    • The Website may provide information regarding third party website(s), affiliates or business partners and/or contain links to their website/portals. Such information and links are provided solely for the purpose of your reference. The Company is not endorsing the material or any information on the Website, is not responsible for such errors and representation nor is it associated with it and you shall access these websites at your own risk. Further, it is up to you to take precautions to ensure that whatever links you select or software you download from the Website, is free of such items such as, but not limited to, viruses, worms, trojan horses, defects and other items of a destructive nature.
  7. Intellectual property rights
    • All the intellectual property used on the Website (including the Content) by the Company, service providers or any third party shall remain the property of the Company, service provider or any other third party as the case may be. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any materials or enforce limitations on use of the Website or the materials therein. The Website is protected to the maximum extent permitted by copyright laws, other laws, and international treaties. Content displayed on or through the Website is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws. The materials on the Website or otherwise may not be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or other means.
  8. Registration and Data Privacy
    1. The terms “personal information” and “sensitive personal data or information” are defined under the SPI Rules, and are dealt in the Privacy Policy, which the User is expected to read and understand the usage of such information by the Company.
    2. The Company may in relation to the Website, collect information relating to the devices through which you access the Website, and anonymous data of Your usage. The collected information will be used only for improving the quality of the Website and to build new services. You hereby authorise and permit the Company to collect the aforesaid information.
    3. The Website allows the Company to have access to registered Users’ personal email or phone number, for communication purposes.
    4. The Company shall not be responsible in any manner for the authenticity of the personal information or sensitive personal data or information supplied by the User to the Company or to any other person acting on behalf of the Company.
    5. The User is responsible for maintaining the confidentiality of the User’s account access information and password, if the User is registered on the Website. The User shall be responsible for all usage of the User’s account and password, whether or not authorized by the User. The User shall immediately notify the Company of any actual or suspected unauthorized use of the User’s account or password. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use.
    6. If a User provides any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to discontinue the right of the User to use the Cuemath Learning Program at its sole discretion.
    7. The Company may use such information collected from the Users from time to time for the purposes of debugging customer support related issues.
  9. Limitation of Liability
    • In no event, including but not limited to negligence, shall the Company, or any of its directors, officers, employees, agents or content or service providers (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Website or the content, materials and functions related thereto (including the Content), even if such Protected Entity has been advised of the possibility of such damages. In no event shall the Protected Entities be liable for:
    1. any content posted, transmitted, exchanged or received by or on behalf of any User or other person on or through the Website;
    2. any unauthorized access to or alteration of your transmissions or data; or
    3. any other matter relating to the Website.
    • In no event shall the total aggregate liability of the Protected Entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from this Agreement or a User’s use of the Website exceed, in the aggregate the amount paid by the user.
  10. Indemnity
    • You hereby agree to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from (i) your access to or use of the Website in any fraudulent manner, (ii) violation of the Agreement, (iii) infringement, or infringement by any other user of your account with the Company, and (iv) infringement of any intellectual property or other right of any person or entity. The Company will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
  11. User Submissions
    • You understand that when using the Website, you may be exposed to content from a variety of sources, and that the Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and you agree and assume all liability for your use. You hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto.
  12. Severability
    • If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to be in full force and effect.
  13. Term and Termination
    1. This Agreement will remain in full force and effect while you use the Website in any form or capacity.
    2. The Company reserves the right to terminate your access to the Website and this Agreement in the event of breach of any terms contained in this Agreement, misrepresentation of information, any unlawful activity or is unable to verify or authenticate any information the you submit to the Company through the Website.
    3. Clauses under the headings covenants of the CTPs and parents, liability, indemnity, disclaimer, intellectual property rights, dispute resolution shall continue and survive the termination of this Agreement.
  14. Dispute Resolution and Governing Law
    1. In case of any dispute, the parties shall strive to resolve it with mutual agreement, in the event the dispute still persists, the dispute shall be referred to a sole arbitrator appointed with mutual consent between the parties and the matter shall be subject to the jurisdiction of Delhi. The Company shall not be liable for any damages, claims, losses, expenses, costs, obligations and liabilities, resulting from any fraudulent or illegal or unauthorized act of its employees or representatives in the performance of their duties.
    2. This Agreement shall be governed by the laws of India and the parties submit to the exclusive jurisdiction of courts in Delhi. All payments hereunder shall be made into the bank account specified in writing by Cue Learn. Cue Learn's rights granted hereby are cumulative and in addition to any rights it may have at law or equity.
  15. Waiver
    • No provision of this Agreement shall be deemed to be waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Company. Any consent by the Company to, or a waiver by the Company of any breach by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
  16. Headings
    • The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or the right to use the Website by the Users contained herein or any other section or pages of the Website in any manner whatsoever.
  17. Disclaimer
    1. The Company, its employees and advisors make no representation or warranty and shall incur no liability to any person, including any User or CTP, and such User and / or CTP hereby waive all their respective rights against the Company, if any, under any law, statute, rules or regulations  or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of (i) anything contained in the Terms of Use or on account of the Cuemath Learning Program or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the material provided by the Company and any assessment, assumption, statement or information contained therein or deemed to form part of Cuemath Learning Program; (ii) for any statement, action, deed of any nature committed by any User. The Company also accepts no liability of any nature whether resulting from negligence, act of imposing corporal punishment on students, any event of physical or sexual harassment or otherwise howsoever caused by CTP. The Company may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information provided in the Cuemath Learning Program.
    2. The Company collects, directly or indirectly, and displays on the Website, information, comments, experiences of the CTP and the Users. Although the Company screens and vets the information and comments collected and /or submitted by the CTPs and the Users, it cannot be held liable and / or responsible for any inaccuracies or incompleteness represented from it, despite such reasonable effort. The Parties agree that the Company shall have no liability whatsoever in respect of any claim that may arise against any party as a consequence or in relation to any information, comments or statement of any CTP and / or User which is posted on its Website.
    3. The Company assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect User’s equipment on account of User’s access to, use of, or browsing the Website or the downloading of any material, data, text, images, video content, or audio content from the Website. If a User is dissatisfied with the Website, User’s sole remedy is to discontinue using the Website.
    4. The Website is provided to you on “As Is” basis. The Company hereby disclaims all representation(s) and/or warranty(ies), either express or implied, including without limitation, warranties of fitness for particular purpose, title, non-infringement. In addition thereto, the Company makes no representations, warranties or guarantees that:
      1. this Website shall be free from any error, loss, destruction, damage, corruption, attack, viruses, interference, hacking, other security intrusion,
      2. the use or results of the use of the Website (including all of its content) is or will be accurate, reliable, current, and/or uninterrupted, and the Company disclaims any liability relating thereto.
  18. Notices
    • All notices and communications shall be in writing, in English and shall deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via email/ facsimile, with due acknowledgment of complete transmission to the following address: Plot No. 7, 80 Feet Road, 4th Block, Koramangala, Bengaluru – 560034.
  19. Questions & Contact Information
    • Questions or comments about the Website may be directed to the Company at the email address: info@cuemath.com.
Refund Policy
  1. REFUND OF AFFILIATION FEE
    • The Affiliation Fee can be refunded in the situations provided hereunder:
    1. If the Affiliation Fee is deposited by the CTP twice with the Company, by mistake or error.
    2. If during or after the training and certification process, the CTP is deemed unsuitable to run a Cuemath center for whatsoever reason (at the sole discretion of the Company), the partnership with such CTP will be cancelled and your Affiliation Fee refunded within 7 (seven) days.
    • The Affiliation Fee cannot be refunded in the situations provided hereunder:
    1. After the completion of the training & certification process by the CTP.
    2. In case the CTP does not finish the training and certification process within 15 (fifteen) days of registration.
    3. If the CTP does not want to continue as CTP due to some reason.
    4. If the CTP requests for any discount on Affiliation Fee offered by the Company after you become the CTP.
  2. REFUND OF THE STUDENT FEE
    • The Student Fee can be refunded in the situations provided hereunder:
    1. The Company will only refund the share of the fee received from the CTP. The CTP shall consequently refund the share of the amount received by her from the respective student in relation to the subscription.
    • The Student Fee cannot be refunded in the situations provided hereunder:
    1. If student has paid fee for a subscription of 1 (one) month but leaves the program before completing 1 (one) month.
    2. If a student pays extra fee by mistake, that extra amount will be adjusted in the next month’s fee.
  3. The CTPs and students shall also be bound by the terms and conditions and privacy policy mentioned on the website of the Company, as updated from time to time.
  4. Notice: Any notice or communication required or permitted hereunder shall be in writing and shall be sent either electronically, from and to the authorized email address of the relevant party or by registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth in this Refund Policy above or to such changed address as any party entitled to notice shall have communicated in writing to the other party
  5. Governing Law and Dispute Resolution:
    1. T1. This Refund Policy shall be governed by the laws of India and the courts at Delhi shall have the exclusive jurisdiction in respect of any dispute connected with this Agreement.
    2. Any dispute not being resolved in a period of 30 (thirty) days from the date of a written notice by either party notifying existence of such dispute, either party shall be free to refer the dispute to arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 (“ICA”). The place and seat of arbitration shall be New Delhi and the language of the arbitration shall be English.
    3. The arbitration shall be conducted by a single arbitrator mutually appointed by the parties. In case the parties fail to appoint an arbitrator, within 30 (thirty) days from the submission of dispute for settlement through arbitration, the arbitrator shall be appointed in accordance with the ICA.