ARBITRATION AND DISPUTE RESOLUTION This Arbitration and Dispute Resolution Clause applies to the SaaS Subscription Agreement between CloudSync India (Provider) and RetailPro Ltd (Customer). 1. AGREEMENT TO ARBITRATE 1.1 Any and all disputes, controversies, or claims between the parties arising from or related to the SaaS Subscription Agreement shall be resolved by binding arbitration in accordance with this clause rather than by litigation in any court, except as expressly stated in the carve-outs below. 1.2 This agreement to arbitrate is a material term of the SaaS Subscription Agreement. Both parties have voluntarily agreed to waive their right to a court trial for all covered disputes. 2. SCOPE OF ARBITRATION 2.1 This clause covers all claims, controversies, and disagreements of any kind arising from or relating to the SaaS Subscription Agreement, including its formation, performance, breach, termination, and validity. 2.2 The scope includes contractual claims, statutory claims, and equitable claims. 2.3 Any dispute about whether a particular claim is subject to arbitration shall itself be decided by the arbitrator. 3. CARVE-OUTS AND EXCLUDED CLAIMS 3.1 Either party may seek emergency injunctive or interim relief from a competent court in Maharashtra India to preserve the status quo, including in relation to any IP infringement claim. 3.2 All intellectual property infringement claims may be brought in a competent court without first submitting to arbitration. 3.3 Seeking emergency or injunctive relief in court does not waive any right to arbitrate the underlying dispute. 4. ARBITRATION INSTITUTION AND RULES 4.1 All arbitrations shall be administered by the Delhi International Arbitration Centre (DIAC) in accordance with its Arbitration Rules then in effect. 4.2 Those rules are incorporated into this clause by reference and govern all procedural matters not specifically addressed herein. 5. ARBITRATOR 5.1 The arbitration shall be conducted by a sole arbitrator appointed in accordance with the DIAC Rules. 5.2 The sole arbitrator shall have relevant experience in commercial and technology disputes. 5.3 If the appointed arbitrator becomes unable to continue, a replacement shall be appointed in accordance with the DIAC Rules. 6. SEAT, LOCATION AND LANGUAGE 6.1 The legal seat of arbitration is Mumbai Maharashtra India. 6.2 The governing procedural law of this arbitration is the Arbitration and Conciliation Act 1996 of India. 6.3 All proceedings, submissions, hearings, and the final award shall be conducted in the English language. 6.4 Hearings may be conducted remotely by video conference upon agreement of the parties or at the direction of the arbitrator. 7. PRE-ARBITRATION DISPUTE RESOLUTION 7.1 Before initiating arbitration, the parties must first attempt to resolve the dispute through direct negotiation between senior representatives for a period of 30 calendar days from the date one party delivers written notice of the dispute to the other. 7.2 If the dispute is not resolved through direct negotiation within this period, either party may submit a demand for arbitration to DIAC. 7.3 Completion of this 30 day negotiation period is a condition precedent to initiating arbitration. 8. DISCOVERY AND EVIDENCE 8.1 Document exchange is permitted to the extent directed by the arbitrator and agreed by the parties. 8.2 Depositions are not permitted without the prior written consent of both parties or a specific direction from the arbitrator. 8.3 Both parties shall cooperate in good faith to exchange relevant information in a timely and cost-efficient manner. 9. ARBITRAL AWARD 9.1 The arbitrator has authority to award any remedy available in a competent court for the covered claims. 9.2 The award must be in writing and must include a reasoned explanation of the arbitrator's findings and conclusions. 9.3 The arbitrator shall issue the final award within 60 days of the close of proceedings. 9.4 The award is final and binding on all parties. 10. ALLOCATION OF COSTS AND FEES 10.1 Each party shall bear its own legal costs and attorney fees. 10.2 The costs of the arbitration including DIAC fees and arbitrator fees shall be borne equally by the parties unless the arbitrator orders otherwise. 11. CONFIDENTIALITY OF ARBITRATION 11.1 All arbitration proceedings, submissions, hearings, evidence, and the final award are strictly confidential. 11.2 Neither party may disclose any of the above to any third party except as required by law, for the purpose of enforcing the award, or with the prior written consent of all parties. 12. ENFORCEMENT OF AWARD 12.1 The arbitral award may be entered as a judgment in any court of competent jurisdiction. 12.2 Both parties waive any right to challenge or appeal the award except on the limited grounds available under the Arbitration and Conciliation Act 1996. 13. SEVERABILITY AND SURVIVAL 13.1 If any portion of this clause is found to be invalid or unenforceable, the remaining provisions continue in full force and effect. 13.2 This clause survives the expiration, termination, or rescission of the SaaS Subscription Agreement and continues to apply to all disputes arising from the parties' relationship. DISCLAIMER: This Arbitration Clause was generated by an AI drafting tool for reference and preparation purposes only. It does not constitute legal advice. Arbitration law, enforceability of class action waivers, consumer protection carve- out requirements, and institutional arbitration rules vary significantly by jurisdiction. Always have this clause reviewed by a qualified arbitration or commercial litigation attorney before incorporating it into any agreement.