END USER SOFTWARE LICENCE AGREEMENT – FOR CLEARTAX

This End-User License Agreement (“EULA”) is a legal agreement between Defmacro Software Private Limited having its registered office at B-3 Lower Ground Floor, School Lane, Naraina Vihar, New Delhi 110028 and Corporate Office at AMR Tech park Ground Floor, Block-2A, 871, Hosur Main Road, Bangalore 560068 bearing Corporate Identification No. U72200DL2016PTC290345 (“ClearTax/ Licensor”) and user of the Software (“End User/ Customer”) has agreed to avail such services, on the terms and conditions as set forth in the agreement. ClearTax is engaged in the business of developing, owning, implementing and providing GST (Goods Service Tax) software products, services and solutions for various customers (“Software”). The Licensor and the End User together shall be referred to as the “Parties” and individually shall be referred to as a “Party”.

Customer’s access to and use of the Service is conditioned on its acceptance of and compliance with these Terms. By accessing or using the Service, Customer agree to be bound by these Terms & Conditions set out in this EULA. If Customer disagrees with any part of the terms then it may not access the Service.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS, IT IS HEREBY FURTHER AGREED BETWEEN THE PARTIES THAT:-

Services:
1. Licensor shall provide services to customer in accordance with and subject to the terms and conditions set forth.
License:
1. License: Subject to the provisions of this EULA, the Licensor grants to the End User a non-transferable, non-sub-licensable, and non-exclusive licence to use, solely in the Field and solely in object code form, the Software
2. Reservation of rights: Except for the licence explicitly granted by Clause 2.1, the Licensor reserves all its rights. The End User acknowledges and agrees that the End User is licensed to use the Software only in accordance with the express provisions of this EULA and not further or otherwise.
3. Licensor reserve all the right to change the prices and term & conditions with respect to this EULA.
4. No support, etc. Unless otherwise agreed by the Parties in writing, the Licensor shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the Software.
Use:
1. Restrictions. Except to the extent permitted by applicable mandatory law, the End User shall not:
  - copy or reproduce the Software;
  - merge the Software with any other software;
  - translate, adapt, vary, or modify the Software; or
  - disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software
2. Further restrictions. The End User shall not:
  - provide, disclose, demonstrate, or otherwise make available the Software to any third party; or
  - use the Software to provide any services or training for any third party; or
  - sell, lease, rent, transfer, hire-out, license, sub-license, assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with the Software, or have any software written or developed that is based on or derived from the Software.
3. Obligations. The End User shall at all times:
  - effect and maintain adequate security measures to safeguard the Software from unauthorised access, use, and disclosure;
  - supervise and control access to and use of the Software in accordance with the provisions of this EULA;
  - provide the Licensor from time to time on request with contact details for the person responsible for supervising and controlling such access and use; and
  - ensure that the Software is at all times clearly labelled as the property of the Licensor. The provisions of this Clause 3.3 are without prejudice to the provisions of Clause 9.1.
4. Fair usage Policy: Use of ClearTax GST Software is intended for authorized use. Software must be used in accordance with the terms and conditions set forth in this agreement. The End User should comply with the Fair usage policy of the Company and that violation of this policy may result in revocation of the license and denial of user access to the Software. The Fair usage policy is subject to change from time to time.
Payment Terms:
1. End User agrees to the commercial terms as selected or opted by it. Invoices will be sent in electronic form/soft copy via email only.
2. The Fee applicable to a billing cycle will be paid in advance at the beginning of the Billing Cycle. Advance fees once paid will not be refunded.
3. All payment due under this EULA are exclusive of all the applicable taxes that may be levied by the Government from time to time, which shall be paid by the End User to the Licensor in addition at the rate and in the manner prescribed by applicable law;
4. If any local law requires “Customer” to withhold any tax on amount payable to “Licensor”, then it shall withhold the tax and remit the balance amount to “Licensor”. For the Tax withheld, “Customer” shall provide to “Licensor” with the relevant Tax Certificate(s). In cases where customer fails to provide the relevant tax certificates on time, the customer shall pay the amount equivalent to the withheld tax.
Confidential Information:
1. Each Party and its subcontractors, affiliates and agents may have access to the Confidential Information. Parties agree that whether or not the Confidential Information has been designated as “confidential”, the same shall be deemed to be confidential in nature and shall hereinafter be referred to as “Confidential Information”. Each Party shall not at any time now or in future either directly or indirectly, disclose, publish, or use the Confidential Information without other Party's prior written consent; provided however, that each Party may use and disclose Confidential Information to its Affiliates, employees, agents or advisors, who need to know such Confidential Information to the extent necessary for the purpose of performing its obligations hereunder. Each Party shall use high standard of care and discretion to avoid disclosure of the Confidential Information.
2. Each Party shall cause its employees, affiliates, sub-contractors, vendors and agents that may or are likely to receive the Confidential Information to comply with the terms of this agreement and each Party shall continue to be primarily responsible for any breach hereof by its employees, Affiliates, sub-contractors, vendors, and/or agents.
3. The obligations of confidentiality shall not apply to parties for:
  - disclosure of Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of a Party or any of its Representatives in violation of this Agreement;
  - disclosure by Parties to its representatives provided such Representatives are bound by similar confidentiality obligations; or
  - disclosure, after giving prior notice to the other Parties to the extent practicable under the circumstances and subject to any practicable arrangements to protect confidentiality, to the extent required under the rules of any stock exchange or by Applicable Laws or government regulations or generally accepted accounting principles applicable to any Party or judicial or regulatory process or in connection with any judicial process, regarding any legal action, suit or proceeding, arising out of or relating to this Agreement.
4. If either Party or any of the Parties' employees, affiliates, sub-contractors, vendors, and agents is compelled under due process of law or by any governmental or semi/quasi-governmental authority to disclose any Confidential Information, each Party shall provide other Party with prompt prior written notice of such requirement, to enable other Party to the extent possible, to seek an appropriate remedy against such disclosure.
5. Each Party shall, immediately upon the termination or expiration of this agreement, either returns to other Party all Confidential Information and all copies thereof held by it or if so directed by other Party in writing, destroy the same and provide a certificate certifying that same is destroyed.
6. The Parties shall keep the information on the consideration and other terms and conditions of this agreement as confidential, except to the extent required to be disclosed to its accountants, auditors, attorneys or regulators as required by Applicable Law. Any public statement concerning this agreement or the relationship between the Parties shall require the prior written approval of Licensor.
7. The Confidential information for the purpose of this Agreements means all information that are either delivered by Parties during the course of performing its obligations under this Agreement or such information, which Parties come across during performing its obligations under this Agreement.
8. This clause shall survive the expiration or termination of this agreement for a period of one year.
Warranties and Representations

Each Party represents and warrants to the other Party as mentioned hereto that:
1. Each Party, is duly incorporated and existing under the applicable laws of India.
2. The execution and delivery of this agreement by each Party shall be performed as per the transactions contemplated hereby and each Party is duly authorized to perform their respective duties under this agreement.
3. Assuming the due authorization, execution and delivery hereof by the other party, this agreement constitutes a legal, valid and binding obligation on each Party to this agreement, which is enforceable against each Party in accordance with its terms and conditions.
4. The execution, delivery and performance of this agreement by each Party and the transactions contemplated hereby will not (i)violate any provision of the organizational or governance documents of each Party, (ii) violate or conflict with any agreement that the warranting Party may have with any person; (iii) conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, agreement or other agreement to which each Party is a Party or by which such Party is bound, (iv) violate any order, injunction, judgment or decree against, or binding upon, each Party or upon its respective securities, properties or businesses, or (v) violate any applicable law.
5. The express undertakings and warranties given by the Licensor in this EULA are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality, fitness for any particular purpose. All of these are excluded to the fullest extent permitted by applicable law. Without limiting the scope of the preceding sentences, the Licensor gives no warranty or guarantee that the Software will meet the End User’s requirements, that the use of the Software will be un-interrupted, or that any errors and/or defects in the Software can or will be corrected.
Indemnification
1. End User shall at its own expense, defend, indemnify and hold harmless(“Indemnifying Party”) Licensor and each of its Affiliates, officers, directors, employees, representatives, successors and permitted assigns(individually and collectively the “Indemnified Parties”),from and against all Losses, claims, costs and expenses and liabilities suffered by the Indemnified Parties arising directly on account of any wrongful actions of the indemnifying Party or the irrespective employees, agents and representatives or out of breach of this agreement; violation of any Applicable Law; negligence, wilful misconduct, or wrongful act or omissions in connection with the services; or any third party's allegation that any intellectual property or products provided by the Indemnifying Party and used in relation to the services infringe or misappropriate any copyright, patent, trade Secret, trademark, trade name or other proprietary rights of such third party.
2. End User shall indemnify the Licensor from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Licensor and which relate to: (a) any breach by the customer and/or other Third Party engaged by the customer, of its obligations under any applicable law(s), statutory instructions, notifications, guidelines as may be issued by the Government due to which Licensor may be held responsible for any liability; (b) any Third Party claim which may arise against the Licensor in relation to Third Party Agreement (c) any use by the Customer of the Software in a manner which infringes or violates the Intellectual Property, rights, claims, disputes, liability of licensor.
3. This clause shall survive for 1 year after the expiry or earlier termination of this agreement.
Limitation of Liability

The cumulative maximum liability of the Licensor to the Customer under or in connection with this AGREEMENT, irrespective of the basis of the claim (whether in contract, tort, negligence, by statute or otherwise), including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall be limited in accordance with the provisions of this Clause. In no event, the cumulative liability of the Licensor in respect of any and all claims made under or in connection with this AGREEMENT shall not exceed an amount that is equal to license fees received under this agreement.
Acknowledgements and Disclaimers
1. Acknowledgements. The End User acknowledges and agrees that software in general is not error-free and agrees that the existence of any errors in the Software shall not constitute a breach of this EULA by the Licensor.
2. Viruses, etc. Customer’s agrees to conduct appropriate virus scanning of the Software prior to installation and use.
3. Notwithstanding anything contained in this Agreement, it is hereby clearly understood by the Parties that Licensor shall have no responsibility or liability in relation to failure of any activity, if such activity may have initiated by Third Party or by the Customer/Taxpayer itself, and that has failed or delayed on account of the process of authentication and acceptance of Taxpayer/s Data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.
4. Further support. If the End User requires any further support and/or maintenance services in respect of the Software, the End User shall notify the Licensor in writing and the Parties may discuss the possibility of entering into a support agreement.
Term and Termination
1. This agreement comes into effect from the date of its acceptance by the Customer and shall remain operative for a period of three (3) Years from such date. Any extension to this agreement requires express and written consent of both the parties.
2. Licensor may terminate this Agreement, if Customer does not meet its obligation to make payment as per agreed terms
3. Licensor may forthwith terminate the contract if the Customer shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for a purpose of bonafide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer becomes subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on its business.
4. Consequences of termination. In the event of any termination of this EULA for any reason:
  - any licence granted by the Licensor under this EULA shall automatically terminate without further notice, and the End User shall make no further use of, or carry out any other activity in relation to, the Software; and
  - any instalments of the Licence Fee due to be paid after the date of termination shall forthwith become due and payable by the End User, and the Licensor shall be under no obligation to reimburse the whole or any part of the Licence Fee.
5. Suspension due to non-compliance with Agreement:
  Notwithstanding other legal remedies that may be available to, Licensor may in its sole discretion limit Customer activity by immediately removing Customer access either temporarily or indefinitely or suspend or terminate Customer membership, and/or refuse to provide Customer with access to the Site:
  - If the Customer is in breach any of the terms and conditions of this Agreement and/or the Terms and conditions of usage of Licensor;
  - If the Customer has provided wrong, inaccurate, incomplete or incorrect information;
  - If any of Customer’s actions may cause any harm, damage or loss to the other Customers, users or Licensor.
  - Illegal and/or unauthorized use of the Service.
Legal Compliance
1. Each Party while discharging its obligations under this agreement shall comply with applicable laws and guidelines framed by the Government of India or the appropriate State Government or any other statutory authority from time to time.
2. Licensor hereby confirms that it has obtained necessary approval/s, permission from statutory authorities, in respect of their scope of Services to be provided under this agreement.
Force Majeure

Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party and is not caused due to the negligence or breach of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event
Dispute Resolution
1. If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or breach of this Agreement) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute.
2. In the event, no amicable resolution or settlement is reached within a period of thirty (30) days, such dispute or difference shall be referred to a sole arbitrator mutually appointed by the Parties or, upon the failure of the Parties to agree upon a sole arbitrator, within a period of ten (10) days, each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. Arbitration shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and any amendments thereof. The arbitration proceedings shall be held at Bangalore.
3. The existence of any dispute or difference or the initiation or continuance of the arbitration proceedings shall not postpone or delay the performance by the Parties of their respective obligations pursuant to this Agreement. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to seek an injunctive or any other specific relief.
Governing Law

Subject to the above clause, the Courts of Bangalore, Karnataka shall have the exclusive authority to adjudicate upon any or all disputes arising out of or in connection with this Agreement. This Agreement and the rights and obligations thereunder shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles
General
1. Amendments: This EULA may only be amended in writing signed by duly authorised representatives of the Licensor and the End User.
2. If any provision of this agreement or the application of the agreement to any Party or circumstances shall, for any reason and to any extent, be held invalid or unenforceable, neither the remain of the agreement nor the application of the agreement or such provision to any other Party or circumstance or other instruments referred to in this agreement or affected provision shall be affected there by but, rather, the same shall be enforced to the fullest extent permitted by Applicable Laws of India.
3. No Agency: Nothing in this EULA shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.
4. This agreement, including any attachment, or referenced document, forms the entire agreement and understanding between Licensor and the End User relating to the services. It replaces and supersedes any previous proposal, correspondence, understanding or other communication, whether written or oral, whether express or implied. Either Party is liable to the other, in equity or otherwise, for any misrepresentation under this agreement. Each Party acknowledges that it has not relied on or been induced to enter in to this agreement by a representation other than those expressly set out in this agreement.
5. Licensor may use Customer’s name, website address and logo in its marketing material including website, email campaigns, brochures etc. during active & post engagement also
6. e-Agreement: End User hereby agrees and undertakes that End User is legally entitled and eligible to enter into this e-Agreement and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Entity is authorised representative of the Entity and is entitled and is legally authorised to bind the Entity on whose behalf this Agreement is being accepted.

END USER SOFTWARE LICENCE AGREEMENT – FOR CLEARTAX

IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS, IT IS HEREBY FURTHER AGREED BETWEEN THE PARTIES THAT:-

Services:

License:

Use:

Payment Terms:

Confidential Information:

Warranties and Representations

Indemnification

Limitation of Liability

Acknowledgements and Disclaimers

Term and Termination

Legal Compliance

Force Majeure

Dispute Resolution

Governing Law

General