Terms And Conditions
MatexNet Pvt. Ltd., (hereinafter referred to as Matex) is a corporate entity incorporated under Indian Companies Act having its registered office at Old No.23/6, New No.37/6, First Floor, Chamiers Towers, Chamiers Road, Teynampet, Chennai - 600018, INDIA
Among other products and services, Matex is offering an online procurement and sale platform in the name and style of purchasequick.in (herein after referred to as Platform). Matex is an e-commerce service provider mandated by the users (sellers/buyers) to facilitate sale/purchase of goods/services by the users. The website is an online platform, a virtual marketplace/venue for sellers/buyers to conduct sale/purchase of goods/services through different methodologies like Direct Purchase, Closed Bid, Reverse Auctions, Demand Aggregation, Floating RFQ etc. Matex is a third party not particularly interested in the goods/services being sold/bought by the users. The Platform is for business to business transactions and therefore is only made available for use by businesses and not for individual or personal use.
In this document the terms "We" / "Us" / "Our" individually and collectively refer to entities that are part of the definition of Matex contracting entity determined in accordance with clause 2.1 below and the terms "You" / "Your" / "Yourself" refer to the User as the user(s) of the Matex Sites.
1. Application and Acceptance of the Terms
1.2 You may not access or use the Services or the Sites and may not accept the Terms if (a) you are not of legal age to form a binding contract with Matex , or (b) you are not permitted to receive any Services under the laws of countries / regions including the country / region in which you are resident or from which you access and use the Services and the Sites.
1.3 Matex may, at its discretion, amend any Terms at any time by posting the relevant amended and
restated Terms on the Sites. By continuing to access or use the Services or the Sites, you agree
that the amended and restated Terms will apply to you.
1.4 If Matex has posts or provides a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your access to and use of the Services or the Sites.
1.5 You may be required to enter into separate agreement(s), whether online or offline, with Matex or our affiliate for any Service (or features within the Services) (each an Additional Agreement). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service (or feature within the Service) concerned.
1.6 These Terms may not otherwise be modified except in writing by an authorized officer of Matex.
2. Provision of Services
2.1 Your legal relationship for providing the services is with Matex even though some or part of the Services may be supported and provided by affiliates of Matex. Matex may delegate some of the Services to its affiliates.
2.2 You must register as a user/member on the Sites in order to access and use some Services. Further, Matex reserves the right, without prior notice, to restrict access or grant additional access to or use of certain Services (or any features within the Services) to Users, or subject to other conditions that Matex may impose in its discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Matex may in its sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Matex may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service
3. Users General terms
3.1 As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Sites or Services.
3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the Site Content), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Matex, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database, or directory (whether through robots, spiders, automatic devices, or manual processes) without written permission from Matex is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.3 You must read the following documents which govern the protection and use of personal information about Users in the possession of Matex and our affiliates:
3.4 Matex may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that Matex has no control over such third parties' web sites. Matex does not monitor such web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on or through such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Matex and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Matex ’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (User Content) on the Sites or providing any User Content to Matex or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Matex to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to Matex , the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to Matex that you have all the rights, power, and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
4. Member Accounts
4.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a Member below). Except with Matex ’s approval, one User may only register one account on the Sites. Matex may cancel or terminate a User’s member account if Matex has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. Further, Matex may reject User’s application for registration for any reason.
4.2 Only Director (s) / Partner (s) / Proprietor (as applicable) are authorized to become Primary User and register any legal entity on Matex as Seller.
4.2.1. Once Seller/Service Provider is registered and account is created on Matex, the Primary user of the Seller/Service Provider can create Secondary User Accounts within User Organization with different Roles and Responsibilities. However, the Primary User creating Secondary User accounts shall continue to be fully responsible and accountable for all actions / transactions done by Secondary Users on the Platform.
4.2.2. Since Matex Platform/Matex Sites is a Portal based on Trust, the complete accuracy and integrity of data submitted by you will be your sole responsibility. Users will be liable for action as per Matex terms and conditions in case of any discrepancy / infirmity in any data / information submitted on the Matex Sites.
4.2.3 The Primary / Secondary Users, offering Goods/Services or purchasing/Floating RFQ or tender for Goods/Services and/or participating in Closed Bid / Reverse Auction on Matex Platform, must ensure that they have the requisite authorization to enter into contract with Buyer(s) / Seller(s) for and on behalf of their organisations, failing which such user as well as the individual(s) shall be vicariously liable for its actions and also for any liability arising out of such actions.
4.3 Upon registration on the Sites, Matex shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.4 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). No Member may share, assign, or permit the use of your Member account, Member ID or password by another person, even to other individuals within the Member’s own business entity (where applicable). Member agrees to notify Matex immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.5 Member agrees that all use of the Sites and Services, and all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.6 Member acknowledges that sharing of your account with other persons or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Matex or other Users of the Sites. Member shall indemnify Matex, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Matex shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to the Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use the Sites and Services will be for business purposes only; and (c) for Members who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business, or products/services as part of the registration process on the Sites for your access to and use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants, and agrees that
5.5 Each Member further represents, warrants, and agrees that the User Content that you submit, post or display shall:
5.6 Each Member further represents, warrants, and agrees that you shall/are:
5.7 Member may not use the Sites, Services, or member account to engage in activities which are identical or like Matex’s e-commerce marketplace business.
5.8 If Member provides a business referee, Member represents, warrants and agrees that you have
all necessary consents, approvals and waivers from such referee to (a) act as your business referee;
post and publish their contact details and information, reference letters and comments on their
and (c) that third parties may contact such business referees to support claims or statements made
you. You further warrant and agree that all reference letters and comments are true and accurate,
third parties may contact the business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Matex ’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Matex shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
5.10 Member acknowledges and agrees that Matex reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. Matex does not endorse, verify, or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed, or otherwise made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.
5.11 Member acknowledges and agrees that the Sites and Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services comply with those applicable laws.
6. BREACH BY MEMBERS
6.1 Matex reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject Matex or our affiliates to liability, or is otherwise found inappropriate in Matex ’s sole discretion.
6.2 If any Member breaches any Terms, or if Matex has reasonable grounds to believe that a Member is in breach of any Terms, Matex shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
6.4 Matex reserves the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, Matex may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action. Matex shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Matex for such disclosure.
6.5 Matex may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if Matex has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Matex and such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. Matex reserves the right to but shall not be required to investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify Matex , our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Sites or Services, or from your breach of the Terms or any Additional Agreements.
6.7 Each Member further agrees that Matex is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the Member. Matex reserves the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by the Member, in which event the Member shall cooperate with Matex in asserting any available defences.
7. Transactions Between Buyers and Sellers
7.1 Through the Sites, Matex provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. Matex additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites subject to the terms of the Transaction Services Agreement.However, for any Services, Matex does not represent either the seller or the buyer in specific transactions. Matex does not control and is not liable or responsible for the quality, quantity, documentation details of the users, safety, lawfulness or availability of the products or services offered for sale on the Sites, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase. Users are hereby made aware that Matex is only an E-commerce service provider and is not and cannot be a party to or control in any manner any transactions between the users.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Matex uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Sites. However, because user verification on the Internet is difficult, Matex cannot and does not confirm each User's purported identity (including, without limitation, paying Members). We encourage you to use the various tools available on the Platforms, as well as their own sources and common sense, to evaluate with whom you are dealing.
7.3 Buyers and sellers accessing or using the Sites or Services shall assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Services. Buyer and sellers accessing or using the Site or Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of the transactions on the Sites. Examples of such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defence or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to the assertion of rights, demands or claims by claimants of Third Party Rights. Examples of such risks also include the risk of claims from consumers, other purchasers, end-users of products or otherthird parties that they have suffered injuries or harm from their use of the products obtained through the Sites or Services. All the foregoing risks are referred to as "Transaction Risks". Matex is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.4 Buyers and sellers on the Sites are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Transaction Services Agreement.
7.5 User agrees to provide all information and materials as may be reasonably required by Matex in connection with your transactions conducted on, through or as a result of use of the Sites or Services. Matex has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Matex (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.
7.7 In the event of any question, dispute or difference arising between the buyer and the seller in connection with any transaction on the platform, the disputing parties shall use their respective reasonable endeavour to settle the dispute amicably. If a dispute is not resolved within 30 days after written notice of any dispute by one Party to the other, the same shall be referred for Arbitration. The arbitration shall be governed as per Indian Arbitration and Conciliation Act 1996 as amended up to date. The place for arbitration shall be at the place from where contract has been placed by the Buyer if the dispute is raised by the Buyer or as decided by the party raising the dispute.
7.8 All disputes in connection with the transactions between buyers & sellers on the Portal, shall be subject to the exclusive jurisdiction of the Court within the local limits under whose jurisdiction, the place from where Contract was issued is situated. Matex would not be a party to any such dispute/matter nor shall Matex be arraigned as a party to the dispute by the users
7.9 In case any Seller / Service provider makes Matex a party / respondent in any case involving any dispute between Buyer and Seller arising out any reason, it would be obligatory on the part of the Defendant to represent Matex through their Counsel / Advocate in the proceedings before the concerned legal authority and ensure timely filing of replies / affidavits etc. provided by Matex during the course of litigation.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, the services provided by Matex on or through the sites are provided "as is", "as available" and with all faults, and Matex hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
8.2 To the maximum extent permitted by law, Matex makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness of any information provided on or through the sites; Matex does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights; and Matex makes no representations or warranties of any kind concerning any product or service offered or displayed on the sites.
8.3 Any material downloaded or otherwise obtained through the Sites or Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to its own or to Matex ’s computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Matex or through or from the Sites shall create any warranty not expressly stated herein.
8.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made about such services or products. In no event shall Matex or our affiliates be held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and save Matex , our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's access to or use of the Sites or Services (including but not limited to the display of such User's information on the Sites) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Matex , our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Matex , including but not limited to those set forth in clause 5 hereinabove.
8.6 Each User hereby further agrees to indemnify and save Matex, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites. Each User hereby further agrees that Matex is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Matex reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Matex in asserting any available defences.
8.7 Matex shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Matex , our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Matex in exchange for the access to or use of the Site or Services during the calendar year and (b) the maximum amount permitted under the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Matex has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
9.1 Under no circumstances shall Matex be held liable for any delay or failure or disruption of the content or the Services accessed or delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, failure of network, server, Internet connectivity, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10. Intellectual Property Rights
10.1 Matex is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with Matex, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by Matex are hereby reserved.
10.2 Matex may have independent third parties involved in the provision of the Sites or Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
11.1 All legal notices or demands to or upon Matex shall be made in writing and sent to Matex personally, by courier/registered post/speed post to the registered office address of Matex or certified mail to the mail id ____________________________________ :The notices shall be effective when they are received by Matex in any of the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier/registered post/speed post or email to the last-known correspondence, fax or email address provided by the User to Matex , or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:
11.3 You agree that all agreements, notices, demands, disclosures, and other communications that Matex sends to you electronically will satisfy any legal requirement that such communication should be in writing.
12. General Provisions
12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Matex with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
12.2 Matex and you are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause.
12.5 Matex ’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Matex ’s right to act with respect to subsequent or similar breaches.
12.6 Matex shall have the right to assign the Terms (including all our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Matex). You may not assign, in whole or part, the Terms to any person or entity without prior written consent to that effect from Matex.
12.7 These Terms are governed by and construed in accordance with the laws Governing such transactions/services enacted by Government of India from time to time without regard to any of its conflict of law provisions. Member and Matex hereby agree to submit to the exclusive jurisdiction of the courts of Chennai for any disputes that may arise out of the use of the Services.