Cholamandalam Investment and Finance Company Limited (hereinafter referred to as “CIFCL”) welcomes you to www.gaadibazaar.in (A venture of CIFCL) for buying, selling and auctioning of new and used vehicles/equipments, valuation of vehicle/equipment, accessing to the financial products of CIFCL, including but not restricted to, loans, insurance & other financial products as offered by CIFCL and its Associates, posting advertisements, etc.

This User Agreement (Agreement) is an electronic contract formed under the Information Technology Act, 2000 and Rules made thereunder and the relevant amendments made thereon. This Agreement does not require any physical, digital or electronic signature.

The website “www.gaadibazaar.in” is owned by CIFCL [CIN: L65993TN1978PLC007576], a company incorporated under the Companies Act, 1956 with its registered office at ‘Dare House’, No.2, N.S.C. Bose Road, Parrys, Chennai, Tamil Nadu, India – 600 001. The User Agreement of the website available at “www.gaadibazaar.in”, “Gaadibazaar” mobile applications (individually and collectively referred to as “Website”) is between the CIFCL and the guest users or registered users of the Website (hereinafter referred to as the "User") describe the terms on which CIFCL offers the User access to the Website for availing services and buying/selling products, as are incidental and ancillary thereto ("Services", and more particularly defined hereinafter).

This Agreement is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publication of the rules and regulations, privacy policy and User Agreement for access or usage of the Website.

1. ACCEPTANCE OF USER AGREEMENT:

a) This Website is inter-alia an online marketplace for buying and selling, auctioning of used vehicles / equipments. Use of the Website is governed by this User Agreement. By using the Website in any way, User agrees to be bound by this Agreement with CIFCL. The User shall also read, agree and accept all of the terms of the Privacy Policy of the Website.

b) The Website and the intellectual property attached to the Website exclusively belong to it or it's licensors. Any trademarks used in the Website but belonging to a third party remain the property of that third party.

c) If User is dissatisfied with any portion of the Website or any provision of this, User's sole and exclusive remedy is to discontinue the usage of the Website.

d) The User is confirming that he/she has fully read this User Agreement of the Website and agrees to abide by the same. This User Agreement shall come in to force upon acceptance of registration of new Registered Users.

2. AMENDMENTS TO USER AGREEMENT:

a) CIFCL is entitled to amend any provisions of this Agreement at any time by posting a revised version on the Website, which will become effective from the time of such post. User is advised to regularly check for any amendments or updates of this Agreement. If any clause of this Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of this Agreement.

b) If the revised version of this Agreement includes a Substantial Change, CIFCL will provide User with 5 days' prior notice of the same. "Substantial Change" means a change to the terms of this Agreement that reduces User's rights or increases User's responsibilities.

c) Communication by email/SMS or by notice on the Website will be deemed to satisfy any legal requirement that such communication be in writing/ constitute adequate service of notice.

d) If any clause of this Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the User Agreement.

3. GENERAL INFORMATION:

a) The Website shall be used only by the persons who can form legally binding contracts under applicable law. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including un-discharged insolvents, minors, etc. are not eligible to use the Website. The Website shall not be used by the persons whose membership has been suspended or terminated by CIFCL. If the User is a business entity, the person who is using this Website on behalf of the business entity shall be deemed to be considered as having authority to bind the entity to this Agreement.

b) User shall provide, maintain and promptly update true, accurate, current and complete information such as name, date of birth, contact number, address, password ("Profile Details"). A Login ID and password for User's account will be created by User and the same shall be used for all further transactions.

c) A Registered User may transact on the Website as seller or buyer or both. A buyer can access the Website immediately after registration whereas a seller shall have to provide more details in relation to the vehicle/equipment to be sold through this Website. On completion of registration, a seller shall receive a mail and SMS stating that a CIFCL field executive will visit the Seller within the next 24 hours to collect all relevant documents like KYC, address proof, PAN card copy and other necessary documents. A Registered User is responsible for maintaining the confidentiality of Login ID and Password.

d) On registration, the User accepts that this Agreement will create a legally binding contract between User and CIFCL. Every login, or making a bid, or making use of any of the services on the Website shall be considered as the re-affirmation to the terms of this Agreement.

e) On the User visiting the Website or on sending emails to CIFCL, the User communicates and consents to receive the communications electronically. The User shall communicate with CIFCL by email or by posting notices on the Website. The User agrees that all the notices, disclosures, agreements and other communications that the CIFCL shall provide to the User in the electronic mode shall satisfy any legal requirement that such communications be in writing.

4. REGISTRATION AND OBLIGATIONS OF USER:

a) The Registered User is responsible for all actions taken under his/her User ID. User ID is not transferable and should not allow others to use it or disclose or make available the password to any other person.

b) CIFCL reserves the right to decline/terminate/suspend any registration at any time, with or without notice or cause and in its entire sole discretion.

c) Until the revocation of termination/ suspension or the activation of Registration, the Registered User will not be allowed to buy/sell/place bids. User must be eligible to contract as per the prevailing Indian Law to register/ use the Website.

d) The Registered User may not disclose or share password with any third parties or use password for any purpose other than using the Website in accordance with this User Agreement. Registered User shall not use the Website to transmit or store material/content, if the same illegal under any applicable law.

e) The Registered User is responsible for maintaining the confidentiality of inputs entered in the fields of Website such as email ID, Password and for restricting access to computer. The Registered User agrees to accept responsibility for all activities that occur under the Registered User ID.

f) The Registered User shall not directly or indirectly offer and/or trade in any vehicle/equipment, the trading of which is prohibited or banned under the provisions of applicable law, rules or regulations which are in force.

g) Any transaction or attempted transaction relating to any vehicle/equipment which is violative of this Agreement or applicable law that comes to his/her knowledge shall be intimated to CIFCL by the User.

h) The seller of a vehicle/equipment shall be responsible for providing all the information relating to the said vehicle/equipment/service proposed to be sold by him/her.

i) "User Information" is the information that is provided by the User in the Website while registering, buying or listing process. The Registered User shall be solely responsible for the information shared by him in the Website. The Registered User shall provide true, accurate, current and complete information in the registration form available on the Website (such information being the "Registration Data"). The Registered User shall not provide false, misleading, inaccurate and fraudulent information particularly about the vehicle/equipment to be sold/auctioned under the Website. The Registered User shall not infringe the intellectual property of any third party, trade secret or other proprietary rights.

j) The User agrees to furnish his/her information in the Website enabling CIFCL to use it for the purpose of selling/buying/auctioning or providing any other service as envisaged under the Website. The User shall grant CIFCL a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity and database rights over the User Information. CIFCL shall use the User Information only in accordance with this Agreement and Privacy Policy. CIFCL may use the User Information to identify the members of the Website with whom the User may have a beneficial relationship. User permits CIFCL to share the User Information with vehicle/equipment dealers or potential buyers, as the case may be in the course of its business. The User shall not share any sensitive personal data and/or information as defined in Rule 3 of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, on the Website or with any other Users of the Website.

k) The User acknowledges and agrees that the User Information including any personal information would need to be provided by him/her to other Users through the Website when he/she seek to transact with such Users on the Website. The User further agrees that CIFCL has no control over on his/her sharing of User Information with other Users of the Website since such other Users of the Website are selected by him/her when he/she chooses to transact and/or interact with them.

l) The User represents that he/she shall be the sole, exclusive owner of the vehicle/equipment of any description that he/she offers for sale on the Website or shall have the required rights/interest/authority over such vehicle/equipments conferred on the User by the owner of such vehicle/equipment in writing.

m) The User on his own or together with other Users of the Website shall not manipulate or attempt to manipulate the price of any vehicle/equipment being purchased or sold on this Website.

n) The User shall not provide the personal information such as contact details in the places, other than the places specifically provided in the Website.

4A. The User undertakes not to upload, publish, transmit, update, host, modify, display or share any information that -

a) belongs to another person and over which the User does not have any right;

b) may cause harm to minors;

c) is hateful or racially, ethnically objectionable, libelous, disparaging, pornographic, blasphemous, harassing, harmful, pedophilic, defamatory, obscene, invasive of another person’s privacy, relating or encouraging money laundering/ gambling and otherwise unlawful;

d) violates any law/regulation which is in force for the time being;

e) impersonates any other person;

f) intimidates the security, sovereignty, defence, integrity or unity of India, friendly relations with foreign countries, or public order or causes/ incites the commission of any illegal act.

g) infringes any copyright, patent, trademark or other third party proprietary rights;

h) misleads or deceives CIFCL and/or other Users about the origin of information which is offensive or menacing;and

i) contains software viruses or any other files, computer code or programs developed to destroy, interrupt or limit the functioning of any application, software or other computer resource.

5. RELATION

a) User agrees that no joint venture, partnership, employment, or agency relationship exists between User and CIFCL as a result of the User Agreement.

b) User shall have no authority to bind CIFCL in any manner whatsoever. Except as explicitly stated otherwise, any notices shall be given by postal mail to Cholamandalam Investment and Finance Company Limited, ‘Dare House’, No.2, N.S.C. Bose Road, Parrys, Chennai- 600 001. Notice/any communication shall be sent to the User either to the email address, if any provided by the User in the Website or by post to the address provided by User in the Website during the registration process. In the event of notice being sent through post, notice shall be deemed to be served within 3 days after the date of mailing.

6. PLATFORM FOR COMMUNICATION AND EXCLUSION OF WARRANTIES:

User understands and agrees that he/she is provided with the option to interact with other Users of the Website in relation to the transactions to be carried out in the website at his sole risk, host the details of the vehicle/equipment to be sold through the Website and quote the purchase price or bid apart from availing other services which may be offered by CIFCL and its associates. Consequently:

a) any contract of sale shall be strictly bipartite between the seller and the buyer. CIFCL shall not mediate or resolve any dispute or disagreement between the User/s or control in any manner transaction/s between two Users of the Website.

b) CIFCL is not responsible for any non-performance or breach of any contract entered into between/among Users. CIFCL does not guarantee that the concerned Users will perform the transactions concluded on the Website.

c) User acknowledges that CIFCL does not pre-screen or approve any listings, messages, text, files, images, photos, video, sounds or other materials displayed on or through the Website (“Content”), but CIFCL shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any Content, for violating this Agreement or for any other reason.

d) CIFCL does not make any representation or warranty as to the attributes of Vehicle/equipment, Services offered in the Website such as quality, condition, worth, marketability, etc. Vehicle/s, equipment/s, service/s offered, to be sold or purchased through the Website or the attributes such as legal title, creditworthiness, identity etc. of any of its Users. Users are advised to independently verify the bona fides of any particular User that User chooses to deal with on the Website and use their best judgment in that behalf. The User shall note that there are risks of dealing with people acting under false pretense, foreign nationals and/or underage persons.

e) CIFCL neither implicitly nor explicitly support/endorse the sale/purchase of any vehicle/equipment or services on the Website. CIFCL accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

f) at no time the right, title or interest over the vehicles/equipments, listed in the Website by a User for sale, shall vest with CIFCL nor shall CIFCL liable in respect of transactions made on the Website.

g) all vehicles/equipments (and/or their parts) are sold/auctioned in their “as is where is” condition and location with all faults and imperfections and errors of description except where expressly stated otherwise.

h) the User shall agree with the concerned User with whom they transact with on the manner and terms and conditions of payment, insurance, delivery etc.

i) the photographs and illustrations shown on the Website or in any catalogue or brochure are for identification only. CIFCL does not give any warranty that any photograph or illustration of a vehicle/equipment is in any way an accurate or full depiction of the state or condition of the vehicle/equipment whether at the time of sale or at any time after publication.

j) the responsibility of User to satisfy himself/herself, prior to sale, as to the origin, description, suitability, age, mileage, durability, completeness, operability, state and condition of each vehicle/equipment and should exercise and rely on their own judgment as to the condition and quality of the vehicle/equipment and whether the vehicle/equipment conforms to its description and whether the same is suitable for the User's purpose.

k) it is the sole responsibility of the buyer/successful bidder to transfer the vehicular/other records in their name, immediately on completion of sale, CIFCL shall in no way be responsible for transfer of such records.

l) the User indemnifies CIFCL, its officers and representatives against all costs, damage, liability or other consequences of actions of Users of the Website and waives any claims that he/she may have in this behalf under applicable law. Some Users may post offensive, harmful, inaccurate, or deceptive content, which are against the terms of this User Agreement. The User shall excise common sense and caution while using the Website.

m) the User by registering with the Website authorizes CIFCL and its current, future associates/ partners to communicate with him/her via SMS, Email, Phone or any other means to offer the User CIFCL’s and its Associate/ Partner’s services, sharing product information, offering promotional schemes listed on the Website regardless of their do not disturb status.

n) the Website provides the services without any warranty or condition and disclaims any warranties of title, fitness for a particular purpose, merchantability and non-infringement.

7. BUYING OF VEHICLES /EQUIPMENTS AND SERVICES:

a) The Website advises the User not to place false purchase request, which may result in a legal risk. Placing purchase request by providing fake personal details is a crime and the Website can capture the unique address of the User with the help of web browser which shall be used to identify the User.

b) The User is not permitted to submit a lead or to enquire in relation to a vehicle/equipment listing in the Website other than for the purchase of vehicle/equipment. None of the User is permitted to gather data, mining data, brokering, relist the vehicles/equipments in any other website or purchase for resale.

c) The User purchasing the vehicle/equipment in either the sale or auction shall ensure on his/her own the title of the vehicle/equipment, receive necessary original title documents such as invoice and certificate of registration, receive original certificate of insurance, ensure the receipt of applicable forms under the Central Motor Vehicle Rules, 1989 or the applicable legislation and effecting of transfer of ownership in the certificate of insurance and certificate of registration, if applicable. The User shall not in no way make a claim as against CIFCL, if he fails to verify the ownership of the vehicle/equipment or fails to verify/collect necessary documents and effect the transfer of ownership in the applicable documents.

8. SELLING OF VEHICLES /EQUIPMENTS AND SERVICES:

A Registered User may list his/her vehicle/equipment for sale in the Website. The User must be legally own and be in a position to sell the vehicle which he/she lists for sale in the Website. The User selling the vehicle/equipment is solely responsible for the accuracy, legality and completeness of the listing of the vehicle/equipment in the Website and for ensuring that such listing do not infringe the rights of any 3 rd party and do not contain any defamatory material and CIFCL accepts no liability for any listing on the Website. The User shall only include the pictures, description and graphics of/in relation to the vehicle/equipment that is listed for sale. No User shall solicit a business of any nature outside the Website by providing his/her contact details. All the vehicles/ equipments must be listed by the User in the relevant category in the Website. The User shall not put up a description of a vehicle/equipment in the website in a misleading manner and depict the actual condition of the vehicle/equipment. The User who is selling his/her vehicle/equipment shall certify that the description/information provided by him/her about the vehicle/equipment are true. The User shall keep the vehicle/equipment in the manner described in the Website for successfully completing the sale. The User shall be liable to refund the sale price and any other amount received from the purchaser, if the vehicle/equipment fails to match the description/depiction of the vehicle/equipment put up by him/her in the Website. On the vehicle/equipment being sold through the Website or otherwise, the User shall immediately remove the sale listing from the Website. CIFCL reserves the right to remove any listing of vehicle/equipment by a User from the Website at its sole discretion without notice and without liability to any person.

9. AUCTIONING

CIFCL and its associates shall auction the vehicles/equipments seized from/ surrendered by its borrowers through this Website. CIFCL may advice the User to pay security deposit and/or execute additional documents in the manner acceptable to it for participating in the auction. On the User buying a vehicle/equipment by participating in the auction, either online or offline, he/she acknowledges and agrees to be bound by the terms and conditions of Auction. The terms and conditions of Auction shall be in addition to the terms of this Agreement.

10. FEES & CHARGES:

a) CIFCL reserves the right to introduce and amend fees or charges for the services being offered in the Website. Unless otherwise stated, all fees shall be quoted in Indian Rupees and be payable to CIFCL within specified time and manner. CIFCL at its sole discretion can introduce new services and modify the existing services offered in the Website. The fee chargeable by CIFCL for various services offered in the Website will be listed in the Website. Once a fee chargeable for a specific service is posted in the Website, the same shall be chargeable immediately for such service.

b) User shall be completely responsible for the payment of applicable fee and charges such as listing fee as may be stipulated by CIFCL in the Website together with taxes, duties and cess as applicable from time to time for his/her usage of Website and availing various services provided therein. Hence, the User shall be responsible to note the fee chargeable on a specific service before availing such service.

c) CIFCL reserves the right to issue a warning, suspend or terminate User's membership, refuse access to the Website and/or take appropriate legal action in case of non-payment of fees by the User and/or for any violation of this User Agreement.

11. BREACH:

In addition to other remedies, CIFCL may restrict the activity of User, remove the listing of vehicle/equipment, issue warning to the other Users about the actions of a particular User, suspend or terminate the membership of the User with immediate effect and/or deny access to the Website, to the User:

a) If the User violates the terms of this User Agreement, Privacy Policy, any other conditions introduced by CIFCL and/or the documents which are posted in the Website by CIFCL; or

b) If CIFCL believes that the actions of a User may cause legal liability for his/her, other Users of the Website or CIFCL; or

c) If the information provided by the User could not be authenticated by CIFCL; or

d) If the User breaches any applicable law/regulation/notification. CIFCL may at its sole discretion reinstate suspended Users at any time. A User who has been suspended indefinitely shall not register or attempt to register in the Website in any manner whatsoever until the reinstatement of his/her membership by CIFCL. Further, CIFCL is entitled to claim damages from the User who breaches this User Agreement or any other document posted by CIFCL in the Website and to take applicable legal action.

12. PROPRIETARY RIGHTS:

a) The website “www.gaadibazaar.in” and “Gaadibazaar” mobile application are developed and owned by CIFCL.

b) The Website’s content, logos, images, design, graphics, icons, interfaces and the selection, assembly and arrangements displayed thereof in the Website are protected pursuant to copyrights laws, and international conventions. Any modification, reproduction, creation of derivative works or redistribution of the Website, and/or reproducing or copying of the Website or any portion thereof to any other location or server for reproduction or redistribution is prohibited without the specific written consent of CIFCL.

c) Permission to access, view the listing of vehicle/equipment by Users, utilize other services provided under the Website and list the vehicle/equipment for sale are granted to the Users.

d) All the names, make and model of vehicles/equipments listed in the Website are trademarks of their respective manufacturers.

e) User warrants that User has the right to grant, to CIFCL a non-exclusive, irrevocable, perpetual, fully paid, worldwide license to use, copy, perform, display, and distribute content and to prepare derivative works of, or incorporate into other works of the said content, and to grant and authorize sublicenses of the foregoing and all rights necessary to prohibit any subsequent aggregation or exploitation of the content on the Website by any party for any purpose.

13. INDEMNITY:

The User hereby agrees to indemnify CIFCL, its affiliates, subsidiaries, directors, employees, officers, agents, suppliers, service partners and consultants, from all claims, demands and damages, whether actual or consequential, of every kind arising out of or relating to any listings, transactions, or any other use of the Website, User's breach of User Agreement or violation of any law or the rights of a third party.

14. LIMITATION OF LIABILITY:

a) In any event CIFCL or its affiliates, suppliers and service providers shall not be liable for any direct, indirect, incidental, consequential, punitive, special, exemplary or any damages whatsoever, including damages for unsatisfactory performance of the goods/services being sold/purchased, delay, loss of goodwill, profits, misuse of data or intangible losses arising out of or in connection with the Website, its services or this User Agreement, whether based on contract, tort or otherwise.

b) In any Circumstances, the liability of CIFCL is limited to the amount of fees, if any, paid by User to CIFCL. CIFCL makes no warranties or representations about the reliability, accuracy, timeliness and/or completeness of any content provided on or through the use of the Website or that the operation of the Website will be uninterrupted and/or error free. Consequently, no liability whatsoever for any monetary or other damage suffered by User on account of delay, interruption, failure, or corruption of any data or other information transmitted in connection with use of the Website shall be assumed by CIFCL.

c) CIFCL does not endorse and shall not be responsible for the delivery of any goods listed for sale/auction or purchased through the Website.

15. DISPUTE RESOLUTION:

This User Agreement shall be governed and construed in accordance with the Laws of India. Any dispute, difference or claim arising in connection with the usage of the Website or the interpretation of any provision of this User Agreement, shall be referred to a sole arbitrator who shall be an independent and neutral third party nominated by CIFCL. The award given by such Arbitrator shall be final and binding on all parties. In the event of an appointed arbitrator dying or being unable or unwilling to act as arbitrator for any reason, CIFCL, on such death of the arbitrator or his inability or unwillingness to act as arbitrator, shall appoint another person to act as arbitrator. Such person shall be entitled to proceed with the reference from the stage left by his predecessor. The venue of arbitration shall be at Chennai or such other place/location/city which the Company at its discretion may decide from time to time. The Arbitration and Conciliation Act, 1996 and all statutory amendments thereof shall govern the arbitration proceedings. Subject to the arbitration clause, the parties agree to submit to the exclusive jurisdiction of the courts of Chennai, Tamil Nadu (India) only.

.