TERMS OF USE

NEWTRACE PRIVATE LIMITED

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I. DEFINITIONS

1. “Applicable Law(s)” means all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, policies, directions, directives and orders as such are in effect as of the date hereof or as may be amended, modified, enacted or revoked from time to time hereafter or other governmental restrictions or any similar form of decision of, or determination by any government, statutory authority, tribunal, board, court having jurisdiction over the matter in question in India;

2. “Products” shall include electrolyzers and any other hardware or software produced by Newtrace for Green Hydrogen.

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II. GENERAL

1. This document is an electronic record in terms of the Information Technology Act, 2000 (“Act”) and the rules framed thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

2. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 (“Rules”) that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of the website www.newtrace.io.

3. Newtrace Private Limited (“NEWTRACE” or “Newtrace”) is a private limited company having its registered office at #23, 1st cross, 2nd main road, Doddanekundi Industrial Area 2, Phase 1, Bengaluru, Karnataka 560048 (hereinafter referred to as “We”, “Us”, “NEWTRACE” or “Our” which expression shall mean and include its affiliates, successors and permitted assigns).

4. Your (“You” or “Your” or “User”) use of the Platform (defined below) is subject to the notices, terms and conditions set forth in these Terms of Use. The domain name www.newtrace.io (“Platform”) is owned by NEWTRACE. Your use of the Platform is governed by the following terms and conditions (“Terms of Use”) as applicable to the Platform including the applicable policies which are incorporated herein by way of reference.

5. The Platform is owned and operated by Newtrace Private Limited, a company incorporated under Companies Act, 2013 which provides information and knowledge on Newtrace on its Platform.

6. By mere use of the Platform, You agree to be subject to the applicable rules, guidelines, policies, terms, and conditions and the same shall be deemed to be incorporated into this Terms of Use and be considered as part and parcel of this Terms of Use.

7. ACCESSING, BROWSING OR OTHERWISE USING THE PLATFORM INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PROCEEDING. YOU DECLARE YOUR WILLINGNESS TO ABIDE AND BE BOUND BY THESE TERMS OF USE THROUGH YOUR USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE PLATFORM. These Terms of Use will be effective immediately upon Your acceptance of Our terms and conditions, Your use of Our Platform being indicative of such acceptance. These Terms of Use shall be enforceable, in the same manner as any other written agreement.

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III. PRODUCTS

The Products shall be governed by such separate terms and conditions and such specific agreements as entered into between the relevant parties. NEWTRACE has the right to include more products under the ambit of this Terms of Use, from time to time.

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IV. PLATFORM

You can access the Platform without registering for an account.

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V. DISSEMINATION OF INFORMATION AND KNOWLEDGE

You confirm and acknowledge that Newtrace is authorized to send the relevant information and knowledge to its Users, through emails, phone calls, short message service or other electronic and non-electronic mode of communication, and no such communication shall be deemed to be unsolicited commercial communication and / or in violation of any Applicable Laws.

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VI. PROHIBITED USE

The Platform may be used only for lawful purposes. NEWTRACE specifically prohibits any use of the Platform for, and You agree not to use the Platform for, any unlawful and / or fraudulent purposes, including but not limited to the following purposes:

1. Modifying, publishing, storing, transmitting, distributing, displaying, performing, participating in the transfer or sale of, create derivative works on, or in any way exploiting, any of the copyrighted material contained on the Platform, in whole or in part, without Our prior written consent.

2. Defame, libel, disparage, threaten, harass or intimidate anyone or otherwise violate the personal, privacy, contractual, intellectual property or other rights of any person, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap.

3. NEWTRACE may also place additional fair use restrictions including restrictions on concurrent connections and time of usage.

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VII. SECURITY

1. You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation:

1. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization,
2. interfere with service to any user, host, or network.

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2. You shall not misuse this Platform by knowingly introducing viruses, trojans, worms, logic bombs or other materials that are malicious or technologically harmful (together “Viruses”). You must not attempt to gain unauthorized access to our Platform, the server on which the Platform is stored or any server, computer or database connected to this Platform. You must not attack this Platform via a denial-of-service attack. Further, You shall not interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform, such as probing or scanning the vulnerability of any system, network or breach.

3. By breaching the provisions of this Clause (VII), You may be liable to be prosecuted under the Information Technology Act, 2000 and any other Applicable Law. We will report any such breach to the relevant law enforcement authorities and We will co-operate with such authorities by disclosing Your identity to them. In the event of such a breach, your rights to use this Platform will cease immediately.

4. We will not be liable for any loss or damage caused by a denial-of-service attack or Viruses that may infect your computer equipment, computer programs, data or other proprietary material due to Your use of this Platform or to Your downloading of any material posted on it, or on any Platform linked to it.

5. You agree to immediately report to Us all incidents involving suspected or actual unauthorized access, disclosure, alteration, loss, damage, or destruction of data.

6. You shall not interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Platform of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Platform, or scripting the creation of content in such a manner as to interfere with or create an undue burden on the Platform.

7. You are prohibited from reverse engineering, decompiling, reverse assembling, modifying or attempting to discover or copy any software, source code or structure that the Platform utilize to generate web pages or any software or other products or processes accessible through the Platform.

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VIII. MISCELLANEOUS

Governing Law. This Terms of Use shall be governed by and construed in accordance with the laws of India.

Assignment. You cannot assign or otherwise transfer Your rights or obligations under these Terms of Use to any affiliate and / or third party without the prior consent of NEWTRACE.

Severability. If any provision of this Terms of Use is held to be illegal, invalid, or unenforceable under any present or future Applicable Law (a) such clause or part thereof shall be fully severable; and (b) the remaining provisions of this Terms of Use shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from to the extent permissible under Applicable Law.

Notices. All notices and other communications required or permitted here under to be given to a party will be in writing, in the English language, and will be sent by way of e-mail, or mailed by prepaid internationally – recognized courier or otherwise delivered by hand or by messenger, addressed to such party’s address as set forth below or at such other address as the party will have furnished to the other party in writing in accordance with this provision.

For NEWTRACE: hello@newtrace.io

For User: Such Company email address provided by the User on the Platform.

Changes to Terms of Use. NEWTRACE reserves the right to update (change, modify, add and/or delete) these Terms of Use from time to time, at the sole discretion of NEWTRACE. The changes will reflect company initiatives, changes in the law or technology or changes in NEWTRACE’s practices. When We update these Terms of Use, We will intimate you of the amendments on your email address and / or on the Platform. If you do not agree to the amendments, please do not use the Platform any further. Your continued use of the Platform following the posting of changes will mean that You accept and agree to the revisions.

Indemnity. The User agrees to indemnify and hold harmless NEWTRACE, its affiliates, third – parties associated with NEWTRACE and their respective shareholders, officers, directors, agents, and employees, from any losses, liabilities, damages, costs and expenses, claims or demand, made by any third party arising out of; (a) the User’s breach or non-performance of the terms of these Terms of Use or, (b) the User’s violation of any Applicable Laws or, (d) the rights of a third party.

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IX. REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant:

1. That You have the right, authority, and capacity to enter into this Terms of Use on Your own behalf and on behalf on any entity for whom You are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of Your participation violates provisions of the law to which You are subject, You will cease using the services and close your account;

2. That You are at eligible and above the age of 18 (eighteen) years as per Applicable Laws;

3. That You shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

4. That You shall comply with the terms and conditions stipulated in this Terms of Use;

5. That You shall be solely responsible for maintaining the confidentiality of Your password;

6. That all the representations made by You to Us including in accordance with these terms and conditions are true, correct and complete and that You will update your registration information with NEWTRACE as needed so that it remains true, correct and complete;

7. That You will conduct yourself in a professional manner in all your interactions with any other User, NEWTRACE, their respective members, employees and officers and shall not defame, harass, intimidate, threaten, disparage, libel or otherwise make false statement concerning any of the aforesaid persons in the course of your interactions with them or third parties;

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X. INTELLECTUAL PROPERTY

1. This Platform is operated by and is the sole property of NEWTRACE. Any and all material on this Platform, including images, illustrations, audio and video clips, trade names, proprietary information and knowledge, technology, databases, or rights with respect thereto necessary for Our business as is now being operated are protected by copyrights, trademarks, and other intellectual property rights that are owned by Us or by other parties that have licensed such material to Us, or such parties having ownership of content uploaded on the Platform. You agree that any and all material displayed on the Platform is solely for Your personal use and You shall not, whether directly or indirectly, copy, reproduce, republish, post, upload, transmit or distribute such material in any manner and through any media including by way of e-mail or other electronic means and You shall not assist any other person in doing so. Modification of the said materials or use of the materials on any other Platform or networked computer environment or use of the materials for any purpose other than personal use is a violation of the said copyrights, trademarks and other intellectual proprietary rights, and is expressly prohibited. Newtrace Private Limited grants to You a temporary, non-exclusive, revocable, non-transferable limited license to use the Platform for your own use. All right, title, and interest in and to the Platform (excluding content uploaded specifically by a user) is and will remain the exclusive property of NEWTRACE and/or its licensors.

2. You agree that these Terms of Use, do not entitle You to any support, upgrades, updates, add-ons, patches, enhancements, or fixes for the Platform (“Updates”). We may, however, occasionally provide automatic Updates to the Platform at its sole discretion (and without any advanced notification to You). Any such Updates shall become part of the services and subject to these Terms of Use.

3. From time to time, we test various aspects of our Platform, including our website, user interfaces, service levels, plans, features, availability of content, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.

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XI. SYSTEM LIMITATIONS AND FAILURES

We use internally developed systems for providing You access to and facilitating Your use of the Platform. These systems may encounter technical or other limitations, and computer and communications hardware systems might experience interruptions. Further, We continually enhance and improve these systems in order to accommodate the level of use of the Platform. We may also add additional features and functionality to Platform that might result in the need to develop or license additional technologies. Increased utilization of the Platform or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate financial information. You agree that We shall not be liable to You or to any third party claiming through You, for any such failures contemplated herein.

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XII. PRIVACY AND CONFIDENTIALITY

1. Your use of the Platform is governed by Our Privacy Policy, which can be located at [Privacy Policy].

2. Please read Our privacy policy to understand Our information collection and usage practices. You may obtain certain confidential information, including without limitation, technical, contractual, product, pricing, business related functions, activities and services, customer lists, knowledge of customer needs and preferences, business strategies, marketing strategies, methods of operation, markets and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You acknowledge and agree to hold all Confidential Information in strict confidence. Title and all interests to all Confidential Information shall be vested in Us. Your obligations regarding Confidential Information will survive the termination of these Terms of Use. Upon such termination, You must stop forthwith using any Confidential Information to which You may have been exposed in due course of Your use of the Platform.

3. You agree that Your obligations under this Clause are necessary and reasonable in order to protect Our business and expressly agree that monetary damages would be inadequate to compensate for any breach of any covenant or agreement set forth herein. Accordingly, You agree and acknowledge that any such violation or threatened violation will cause irreparable harm and injury to Newtrace Private Limited and that, in addition to any other remedies that may be available, in law, equity or otherwise, Newtrace Private Limited shall be entitled to obtain injunctive relief against the threatened breach of the terms of this Clause or the continuation of any such breach.

4. The restrictions in this Clause shall not apply to disclosure of Confidential Information by either party if and to the extent the disclosure is:

1. required by the Applicable Law of any jurisdiction,
2. required by any applicable securities exchange, supervisory or regulatory or governmental body to which the relevant party is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law,
3. made to employees and representatives on a need to know basis, provided that such persons are required to treat such information as confidential through written agreement in terms which are no less strict than this Clause.

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XIII. LINKS TO THIRD PARTY PLATFORM AND TOOLS

1. The Platform may contain link/s to various other websites. These links are provided solely for Your convenience and benefit. Wherever such link/s lead to websites which are not owned by or belong to Newtrace Private Limited, We shall not be responsible for the content, products and services provided on such linked sites. We do not warrant or make any representations regarding the correctness or accuracy of the content on such websites. If You decide to access such linked websites, You do so at Your own risk. We do not in any way endorse the linked websites.

2. Similarly, this Platform can be made accessible through a link created by other websites. Access to this Platform through such link/s shall not mean or be deemed to mean that the objectives, aims, purposes, ideas, concepts of such other websites or their aim or purpose in establishing such link/s to this Platform are necessarily the same or similar to the idea, concept, aim or purpose of Our Platform or that such links have been authorized by Us. We are not responsible for any representation/s of such other websites while affording such link and no liability can arise upon NEWTRACE consequent to such representation, its correctness or accuracy. In the event that any link/s afforded by any other website/s derogatory in nature to the objectives, aims, purposes, ideas and concepts of this Platform, is utilized to visit this Platform and such event is brought to the notice or is within the knowledge of NEWTRACE, civil or criminal remedies as may be appropriate shall be invoked.

XIV. MONITORING

1. All electronic communications and content presented and/or passed to Us, may be monitored, examined, saved, read, transcribed, stored, or retransmitted in the course of daily operations by any duly authorized employee or agent of NEWTRACE in the exercise of their duties, or by law enforcement authorities who may be assisting NEWTRACE in investigating possible contravention / non-compliance with Applicable Law.

2. Electronic communications and content may be examined by automated means.

3. NEWTRACE has the right to reject, at its sole discretion, from the Platform any electronic communications or content deemed not to be in compliance with the corporate policies and procedures of NEWTRACE.

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XV. FOREIGN JURISDICTION

Newtrace Private Limited makes no representation that the content contained on the Platform is appropriate or to be used or accessed outside of the Republic of India. You are expressly notified that, many states and foreign countries all have their own regulations that must be observed in relation to Your use or access of the Platform. You must make your own assessment regarding, and are responsible for compliance with, regulatory requirements as may be applicable to Your use and access of the Platform in such jurisdictions.

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XVI. NO OFFERS OR RELIANCE

The Platform has been prepared solely for purposes of information. The information available on the Platform is for convenience of presentation and Users are advised to carefully read the related final documentation.

In order to address any of Your grievances and / or discrepancies of the information displayed on the Platform, please inform within 24 hours of occurrence of the instance from which the grievance has arisen, by writing an email at grievance@newtrace.io. Newtrace shall designated to the grievance redressal officer(s) (“Grievance Officer”). The Grievance Officer shall redress all the grievances expeditiously but within 15 (fifteen) days from the date of receipt of the grievance as provided under the Act.