These Terms of Use ("Terms") set out the terms and conditions that govern the use of the Trade Emerge ("Platform"). "Services" in relation to non-banking services shall mean the services offered by various partners ("Alliance Partners") which are listed on the Platform (also referred to as "Third Party Services") and in relation to the banking services shall mean the services offered by ICICI Bank Limited ("ICICI Bank") through the Platform. The Services offered by ICICI Bank are limited to offering banking services and this Platform.

"User" shall mean the visitors of the Platform who wish to avail the Services listed on the Platform.

Both the User and ICICI Bank are individually referred to as the 'Party' and collectively referred to as 'Parties', under these Terms.

I. Applicability: These Terms along with the Privacy and Cookie Policy available at https://trade-emerge.icicibank.com and any other terms and conditions, as maybe specified from time to time (collectively referred to as “Agreement”) forms the terms and conditions for the use of the Platform and Services listed thereon.

By signing up on this Platform or by continuing to use this Platform or by making inquiries about the Platform or Services offered herein, you acknowledge that you have read and understood all the Terms. If the User does not agree with any part of these Terms, then the User must not avail the Services and must not use the Platform or avail Services offered thereon.

These Terms shall be in addition to and not in derogation to any other terms and conditions of ICICI Bank or any other product/services provided by ICICI Bank. ICICI Bank does not offer or endorse the non-banking content or Third Party Services on the Platform.

The User understands that any banking service will be separately governed by the terms and conditions of such products/services, the User agrees to abide by such terms and conditions.

II. Services offered by the Alliance Partner: All Third Party Services listed on the Platform will be offered by the relevant Alliance Partner. ICICI Bank is merely acting as a technology provider for connecting the Alliance Partner and Users in respect of Third Party Services and shall not be liable for any Third Party Services. The User shall enter into a separate contract for availing any Third Party Services from the relevant Alliance Partner. The User should refer to the specific terms applicable for the Third Party Service as specified by the Alliance Partner prior to availing the Third Party Service from the Alliance Partner.

III. Eligibility Criteria to Avail Service: The User must be at least 18 years of age/ an incorporated company as the relevant law and has the capacity to contract as specified under the Indian Contract Act, 1872, to be eligible for accessing the Platform and availing the Services offered herein and must possess the authority to enter into an agreement on behalf of the organisation or entity he/she seeks to represent so as to become a User and avail the Services. If you are a minor or are below the age of 18 years, you shall not register as a User on the Platform and shall not transact on or use the Platform.

We reserve the right to terminate /block your access to the Platform if it is discovered that you are a minor or incompetent to contract according to the law. All rights and liabilities of the User with respect to the usage of the Platform shall be restricted to the scope of these Terms.

IV. Usage of Platform: The Platform is meant to be used by bonafide User(s) in India for a lawful use.

ICICI Bank grants the User a limited, non-exclusive, non-transferable right to use this Platform. The User shall not download, distribute, exchange, modify, sell or transmit anything from the Platform, including but not limited to any text, images, audio and video, for any business, commercial or public purpose.

The User agrees not to interrupt or attempt to interrupt the operation of the Platform in any manner whatsoever.

ICICI Bank reserves the right, in its sole discretion, to terminate the access to the Platform and the Services offered on the same or any portion thereof at any time, without notice, for general maintenance or any other reason whatsoever.

ICICI Bank will always make its best endeavors to ensure that the content on the Platform are free of any virus or such other malwares. However, any data or information downloaded or otherwise obtained through the use of the Platform is done entirely at the User's own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that may result from the download of such data or information.

ICICI Bank reserves the right to periodically make improvements or changes in its Platform at any time, without any prior notice to the User. User(s) are requested to report any content on the Platform which is deemed to be unlawful, objectionable, libelous, defamatory, obscene, harassing, invasive to privacy, abusive, fraudulent, against any religious beliefs, spam, or violates any applicable law. On receiving such report, ICICI Bank reserves the right to investigate and/or take such action as ICICI Bank may deem appropriate.

V. Documentation: Any request for any Service, which is offered on the Platform, shall be binding on the User as and when such a request is received by the Alliance Partner and/ or ICICI Bank, as applicable. If any request for a Service is such that it cannot be given effect to, unless it is supported by requisite documentation to be provided by the User, Alliance Partner/ ICICI Bank shall not be required to act on the request, until it receives such documentation from the User.

VI. Instructions: In case instructions from an authorised official of an incorporated entity or from a natural person as the case may be, in relation to any Service which is proposed to be availed is provided by the User, ICICI Bank shall not be required to independently verify the instructions, and the instruction shall remain effective till such time the same is countermanded by further instructions by the User. ICICI Bank shall have no liability if it does not or is unable to stop or prevent the implementation of an instruction, which is subsequently countermanded. Where ICICI Bank considers the instructions to be inconsistent or contradictory it may seek clarification from the User, before acting on any instruction of the User or act upon any such instruction as it deems fit. The User shall be required to be present at any ICICI Bank Branch for the fulfillment of any banking service. The User agrees and acknowledges that the / ICICI Bank is under no obligation whatsoever to accept an instruction. Further, without limiting the generality of the foregoing, ICICI Bank shall not be deemed to have accepted any instruction unless and until ICICI Bank receives the complete instruction on a business day and during the normal business hours of the ICICI Bank, whether through instructions received through the Internet nonlogged-in section.

The User hereby authorises ICICI Bank to share the personal details of the User with the relevant Alliance Partner to enable Alliance Partner to contact the User to offer Third Party Services upon receipt of the User’s instructions to avail or know more about any Third Party Service.

The User’s instructions provided to ICICI Bank shall, subject to these Terms, be considered to be sufficient to provide access to the Platform and the Services. ICICI Bank may refuse to comply with the Instructions without assigning any reason or notice and shall not be under any duty to assess the prudence or otherwise of any Instruction and have the right to suspend the operations of the Services or carrying out of Instructions if it has reason to believe that the User's instructions will lead or expose to direct or indirect loss to the ICICI Bank, or the ICICI Bank may require an indemnity and/or other security/comfort from the User before continuing to restore/perform the Services and/or Instructions. The ICICI Bank shall endeavor to carry out the instructions of the User provided that ICICI Bank, shall not be responsible for the delay in carrying out such instructions due to any reason whatsoever, including, but not limited to, failure of operational systems or any requirement of law or ICICI Bank’s internal policies.

VII. Accuracy of Information: The User is responsible for the correctness of information supplied to ICICI Bank for availing any of the Services which may be further shared with any relevant Alliance Partner. ICICI Bank accepts no liability for the consequences arising out of erroneous information supplied by the User. If the User notices an error in the information supplied to ICICI Bank either in the application form or any other communication, he shall immediately advise ICICI Bank, which will endeavour to correct the error wherever possible on a "reasonable efforts" basis.

VIII. Operation of Services: The User acknowledges and agrees that the Instructions given to access the Platform or avail the Services shall be processed by ICICI Bank, only if the same are received by ICICI Bank in the prescribed time and manner. The User agrees and acknowledges that transmission of information through the internet non-logged in section is not a secure means of sending information and may be subject to tampering and unauthorised access, fraudulently or mistakenly written, altered or sent, and not be received in whole or in part by the intended recipient.

ICICI Bank shall not be liable for any inaccuracy, or omission of (1) any data, information or message in the instructions given over the mobile application or internet, or (2) any loss or damage arising from or occasioned by (i) any such inaccuracy, not-error, delay or omission, or (ii) interruption in any such data, information or message, due either to any act or omission by ICICI Bank due to "force majeure" (e.g., flood, extraordinary weather condition, pandemic, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, equipment or software malfunction) or any other cause beyond the reasonable control ofICICI Bank, and in case of tampering and unauthorised access to providing of instruction, instructions that are fraudulently or mistakenly written, altered or sent, and that the Instruction may not be received in whole or in part by the intended recipient. ICICI Bank may, at its sole and absolute discretion, act on any instruction given by the User to ICICI Bank, or which ICICI Bank reasonably believes to have been made by the User.

IX. Charges/Fees: Applicable fees, if any, shall be payable by the User to the Alliance Partner or ICICI Bank, as the case may be, for the Services that User intends to avail. The ICICI Bank reserves the right to charge and recover from the User fees along with applicable taxes for availing the Services at any time as it may deem fit. Failure to pay the charges/fees (including applicable taxes) on or before the specified date will render the User liable for the payment of interest at such rate as may be stipulated by ICICI Bank and/or withdrawal of the Services without any liability toICICI Bank.

ICICI Bank reserves the right to charge certain fees in the nature of convenience fees or service fees. ICICI Bank further reserve the right to alter any and all fees from time to time. Any such additional fees, including a fee towards any modifications thereof, will be displayed to the User before confirming the booking or collecting the payment from such a User.

Any increase in the price charged by ICICI Bankon account of change in rate of taxes or imposition of new taxes, levied by the Government shall have to be borne by the User. Such imposition of taxes, levies may be without prior notice and could also be retrospective but will always be as per applicable law.

The User shall solely be responsible for any fees/ charges paid to the Alliance Partner for availing any Third Party Services. Any disputes regarding fees/ charges paid for Third Party Services shall be directly settled with the Alliance Partner.

X. User's Responsibility: Users are advised to check the description of the Services carefully before availing any Service.

The Services are provided on an "as is" and "as available" basis. The Alliance Partner/ ICICI Bank may change the features or functionality of the Services being provided at any time, in its sole discretion, without any prior notice.

ICICI Bank does not guarantee or warrant or make any representation about the usefulness of the content or Services listed on this Platform. User shall undertake sufficient due diligence before relying on any content available on the Platform.

XI. Change of Terms: The ICICI Bank shall have the absolute discretion to amend or supplement any of the Terms at any time and shall give prior notice of one month by hosting the same on the Platform or in any other manner, as decided by ICICI Bank. The User shall be responsible for regularly reviewing these Terms and the terms and conditions stipulated by ICICI Bank, including amendments thereto as may be posted on the Platform. Such amended Terms and terms and conditions stipulated by ICICI Bank will thereupon applied to and be binding on the User, at the expiry of one month from the date of notice.

XII. Disclaimer of Warranties: The User expressly agrees that the use of the Platform is at its sole risk. ICICI Bank does not warrant that access to the Platform shall be uninterrupted, timely, secure, or error free, nor does it make any warranty as to the results that may be obtained from the Platform. ICICI Bank does not guarantee to the User or any other third party that the Platform would be virus free. ICICI Bank will not be liable for any virus that may enter the User's system as a result of the User using the Platform.

XIII. Indemnity: In consideration of ICICI Bank providing the Platform and Services, the User agrees, at its own expense, to indemnify, defend and hold harmless ICICI Bank, its directors, employees, representatives, agents, against any loss, damage, expense, cost, including, but not limited to, reasonable attorneys' fees and costs awarded suffered by them; or any claim, suit, action or other proceeding brought against them by the User or a third party , to the extent that such loss, damage, expense, cost, claim, suit, action of other proceeding is based on or arises as a result of or in connection with:

1. the Alliance Partner’s/ ICICI Bank’s execution of the User's instructions

2. a violation of the Terms by the User;

3. any misrepresentation or breach of representation or warranty made by the User;

4. sharing of personal data of the User with any Alliance partner to enable the Alliance Partner to offer any relevant Service to the User;

5. consumption of/ deficiency of any Third Party Service offered by Alliance Partner.

The User will pay ICICI Bank such amount as may be determined by ICICI Bank to be sufficient to indemnify them against any such loss or expense, even though they may not have arisen directly or are contingent in nature.

XIV. Limitation of Liability: The User agrees that the ICICI Bank shall not be liable if:

a. the User has breached any of the Terms, contained herein or

b. the User has contributed to or the loss is a result of failure on part of the

The User shall advise ICICI Bank within a reasonable time about unauthorised access of or erroneous transactions done by use of the Services;

Except for banking services, ICICI Bank will always act as a facilitator by connecting the User with the Alliance Partners. ICICI Bank’s liability is limited to providing the banking services as selected by the User.

Any issues or concerns faced by the User at the time of availing any such Third Party Services shall be the sole responsibility of the Alliance Partner. ICICI Bank will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence on part of any Alliance Partner. Unless explicitly committed by ICICI Bank as a part of any product or service:

a. ICICI Bank assumes no liability for the standard of Services as provided by the respective Alliance Partner

b. ICICI Bank provides no guarantee with regard to their quality or fitness or accuracy of any content or information provided by the Alliance Partner on the Platform or otherwise

c. ICICI Bank doesn't guarantee the availability of any Services as listed by an Alliance Partner.

Under no circumstances, shall ICICI Bank, its employees, directors involved in providing the Services, be liable for any direct, indirect, incidental, special or consequential damages, or any damages whatsoever, including punitive or exemplary (including, but not limited to loss of profits, loss of data or other intangible information, business interruption, loss of privacy, or any pecuniary loss), arising out of or in any way connected with the provision of the Services or resulting from unauthorized access or alteration of Instructions given through mobile application or Internet or arising from interruption, suspension or termination of the Services or any inability of the Alliance Partner/ ICICI Bank to receive Instructions, directions, orders or other communications from the User or to transmit any related message for any reason whatsoever, whether based on contract, tort, strict liability or otherwise except in case of willful default or gross negligence on the part of the ICICI Bank. Provided that notwithstanding anything to the contrary contained herein, ICICI Bank's aggregate liability for claims, whether for breach or tort (including but not limited to negligence) shall not exceed the transaction charges/fees or consideration paid by the Userwithin the previous twelve (12) months in respect of any banking Service availed through the Platform or INR <10,000>, whichever is lower. For any non-banking service provided on this Platform, ICICI Bank shall not be responsible for any inaccuracy or loss caused to any party.

XV. Proprietary Rights: There are a number of proprietary logos, service marks and trademarks displayed on the Platform. The Alliance Partner/ ICICI Bank does not grant the User a license, right or authority to utilise such proprietary logos, service marks, or trademarks in any manner. Any unauthorised use of the proprietary logos, service marks and trademarks displayed on the Platform, will be in violation of the applicable law.

ICICI Bank respects the intellectual property rights of others. If you notice any act of infringement on the Platform, you are requested to send us a written notice/ intimation which must include the following information:

a. Clear identification of such copyrighted work that you claim has been infringed;

b. Location of the material on the Platform, including but not limited to the link of the infringing material;

c. The proof that the alleged copyrighted work is owned by you;

d. Contact information;

The aforesaid notices can be sent by e-mail at trade-emerge@icicibank.com

The User shall not attempt to modify, translate, disassemble, decompile or reverse engineer the software/ Platform or create any derivative product based on the software/ Platform.

Usage of the details of the User by the Parties: ICICI Bank or the relevant Alliance Partner may contact the User through any communication modes for the purpose of any Service which is being availed by the User through the Platform.

The User hereby unconditionally consents that such communications throughSMS, internet-based messaging applications like WhatsApp, voice call, e-mail or any other mode by the Parties are:

upon the request and authorisation of the User;

'transactional' and not an 'unsolicited commercial communication' as per the guidelines of the Telecom Regulation Authority of India (TRAI), and

in compliance with the relevant guidelines of TRAI or such other authority in India and abroad. The User will indemnify ICICI Bank against all types of losses and damages incurred by the Parties due to any action taken by TRAI, Access Providers (as per TRAI regulations) or any other authority due to any erroneous complaint raised by the User on ICICI Bank or the Alliance Partnerwith respect to the communications mentioned above or due to a wrong number or e-mail IDbeing provided by the User for any reason whatsoever.

The User further authorises ICICI Bank to share the data of the User with the relevant Alliance Partner wherever any User has shown interest in availing Services from any Alliance Partner. The User further authorises the Alliance Partner to use such data to contact the User to offer any Services to the User.

XVI. Security: ICICI Bank adopts the best industry standard to secure the information as provided by the User. However, ICICI Bankcannot guarantee that there will never be any security breach of its systems which may have an impact on the User's information too. The data of the User as available with ICICI Bank,may be shared with the concerned law enforcement agencies for any lawful or investigation purposes, without the consent of the User.

XVII. Fake calls and other similar phishing, spamming or fraudulent activities: ICICI Bank’s employees or authorised representatives will never contact a User asking for his/ her Credit or Debit Card number, expiry date, CVV, net banking login, passwords, OTP etc. nor will they ever request for a Fund Transfer to a personal or an individual bank account. Further, they will also not ask a User to install any third-party applications that enable them to view a User's mobile or computer screen. Acting on any of these requests may make you a victim of fraud, and may potentially lead to loss of your valuable money or information.

If you are ever asked for any of the aforesaid information, please report it immediately on trade-emerge@icicibank.com

XVIII. Force Majeure: There can be exceptional circumstances where ICICI Bank/ Alliance Partner may be unable to honor the Services which may be availed through the Platform due to various reasons such asact of God, labor unrest, insolvency, a pandemic, an epidemic, business exigencies, government decisions, terrorist activity, any operational and technical issues, route and flight cancellations etc. or any other reason beyond the control of the Parties. If ICICI Bank has advanced knowledge of any such situations, it will make its best efforts to provide a similar alternative to the User. The User agrees that ICICI Bankcannot be held responsible for any such Force Majeure circumstance. The User has to contact ICICI Bank directly, for any further resolutions in relation to the Platform or Services that the User wishes to avail.

XX. Right to Refusal: The User agrees that that any ICICI Bank or Alliance Partner may refuse to provide the Service(s), listed on the Platform with/without assigning any reasons or owing to reasons including, but not limited to behavioural issues, public safety, health hazards, infectious diseases, government orders/notification etc. In such scenarios of refusal, the User agrees that no claim, refund or damages against such refusal shall lie against ICICI Bank.

XXI: Right to Cancel: In case ICICI Bank/ the Alliance Partner discovers or has reasons to believe that at any time during or after receiving a request for Services from the User, that the request for Services is either unauthorised or the information provided by the User or that any fact has been misrepresented by that User, ICICI Bank shall be entitled to appropriate legal remedies against the User, including cancellation of the Services, without any prior intimation to the User. In such an event, ICICI Bank shall not be responsible or liable for any loss or damage that may be caused to the User or any other person, as a consequence of such cancellation of Services.

If any judicial, quasi-judicial, investigation agency, government authority approaches ICICI Bank/ the Alliance Partner to cancel any Service, ICICI Bank/ the Alliance Partner will cancel the same without approaching the concerned User. The User shall not hold any ICICI Bank/ Alliance Partner responsible for any loss or damage arising out of measures taken by any Party for safeguarding its own interest and that of its genuine Users.

XXII. Termination: ICICI Bank may, at its discretion, withdraw temporarily or terminate the applicable Services or the User’s access to the Platform, either wholly or in part, at any time without giving prior notice to the User. ICICI Bank may, without prior notice, suspend the User’s access to the Platform at any time, during which any maintenance work or repair is required to be carried out or in case of any emergency or for security reasons, which require the suspension of the Platform. ICICI Bank shall endeavor to give a reasonable notice for the withdrawal or termination of the Platform.

ICICI Bank may suspend or terminate the User’s access to the Platform without prior notice if the User has breached these Terms or ICICI Bank learns of the death, bankruptcy or lack of legal capacity of the User.

XXIII. Governing Law: These Terms shall be governed by the laws of India. The Parties hereby agree that any legal action or proceedings arising out of the Terms shall be brought in the courts or tribunals at Mumbai in India and irrevocably submit themselves to the jurisdiction of such courts and tribunals. ICICI Bank may, however, in its absolute discretion, commence any legal action or proceedings arising out of the Terms in any other court, tribunal or other appropriate forum, and the User hereby consents to that jurisdiction. Any act undertaken by the User on this Platform for the Services shall amount to consummation of business in India and the laws of India will solely apply to such Services availed through the Platform. Any provision of the Terms which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of the Terms or affect such provision in any other jurisdiction.