End User Agreement

Important: Please read this End User License Agreement (“Agreement”) carefully before downloading or using the software. By using the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use or download the Software.

General
1. The Software (including Boot ROM code, object code, source code, embedded software and third party software that is/may become part of the Software), documentation, interface, contents, fonts, and any data that came with the Software, as may be updated or replaced by feature enhancements and updates from time to time, whether in read only memory, or any other media or in any other form, are licensed, not sold, to you by Trendrooster Consultancy Private Limited (“Trendrooster”) for use only under the terms of this Agreement. Trendrooster retains ownership of the Software and reserves all rights not expressly granted to you.
2. Trendrooster, at its discretion, may make available future Software updates. Such updates may not necessarily include all existing software features that the Software currently has. The terms of this Agreement shall govern all any future updates provided by Trendrooster, unless such update is accompanied by a separate Agreement, in which case you agree that the terms of that Agreement will govern.
3. You shall not rent, lease, lend, sell, redistribute, or sub-license the Software.

Confidentiality and Privacy
1. For the purpose of this Clause, “Disclosing Party” shall mean a Party disclosing Confidential Information; and “Receiving Party” shall mean a Party receiving or is having access to the Confidential Information.
2. Receiving Party agrees that it shall not sell, transfer, publish, disclose, display or otherwise make available to third parties the Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party. The Receiving Party agrees to secure and protect the Confidential Information of the Disclosing Party and to ensure that similar confidential obligations exists in the form of written agreement with its directors, officers, employees, agents, advisors, accounts, consultants, bankers, financial advisers or subcontractors (“Representatives”) who are permitted to access such Confidential Information to satisfy their obligations hereunder.
3. The Receiving Party further agrees that it shall promptly notify the other as soon as it becomes aware of any breach of confidentiality obligations pursuant to this Agreement and give the Disclosing Party all reasonable assistance in connection the investigation of same. The Receiving Party shall use its best efforts to assist the Disclosing Party in identifying and preventing any unauthorized use or disclosure of any portion of the Confidential Information of the Disclosing Party disclosed pursuant to this Agreement.
4. Notwithstanding anything stated herein, it is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach by the Receiving Party of the confidentiality obligations contained herein and that without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Disclosing Party may be entitled to seek equitable relief by way of injunction, specific performance or otherwise if the Receiving Party breaches any of the confidentiality obligations contained herein.
5. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party unless the Receiving Party is required, by operation of law, to disclose any Confidential Information, provided that the Receiving Party shall intimate forthwith (if permissible under applicable law) to the Disclosing Party about such requirement. The Receiving Party shall have the burden of proving it with written documentation.
6. The obligations and undertakings relating to confidentiality and non-disclosure, whether contained in this clause or elsewhere in this Agreement, shall survive the termination of this Agreement.
7. Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall promptly destroy the Confidential Information provided for the purpose of this Agreement.

Intellectual Property Rights
1. You agree that the Intellectual Property Rights in the Software provided to you are exclusive property of Trendrooster and Trendrooster grants no right to you in the Intellectual Property save and except as expressly agreed under this Agreement. You shall not breach the Intellectual Property rights of Trendrooster or that of any Third Party contained in the Software.
2. Trendrooster prohibits the copying of any portions of the Software except such portions as may reasonably be required for installation, use and operation of the Software, or for creating archives, back-up, testing, or for emergency restart purposes, or to replace a copy made on defective media or for purposes as may be permitted by Trendrooster.
3. You will not attempt or permit any person to modify, copy for distribution, reverse engineer, reverse compile, translate or disassemble the code of the Software or permit any of these things to happen, save and except as expressly allowed under this Agreement.

Indemnity
1. You hereby agree and undertakes to indemnify and keep indemnified and hold harmless Trendrooster and its attorney, manager, agent or other person appointed by Trendrooster (each an "Indemnified Party") against any and all direct and actual losses, expenses, liabilities, obligations, damages, actions, proceedings, claims, demands and judgments (including without limitation legal and other fees on a full indemnity basis) incurred by any Indemnified Party on the breach of any provisions of this Agreement attributable to you and against all demands, actions, suits proceedings made, filed, instituted against Trendrooster, in connection with or arising out of this Agreement attributable to you.

Disclaimer of Warranties
1. UPON A WRITTEN NOTIFICATION FROM YOUR END, TRENDROOSTER SHALL PROMPTLY PROVIDE REPLACEMENT OR CORRECTION TO ANY PART OF THE SOFTWARE WHICH DOES NOT PERFORM TO YOUR SATISFACTION. HOWEVER, THE SAID REPLACEMENT SHALL NOT BE UNDERTAKEN BY TRENDROOSTER IF THE ISSUE/PROBLEM ARISES DUE TO A) UNAUTHORIZED AMENDMENT TO THE SOFTWARE; B) UNAUTHORIZED USE; C) SHORTCOMINGS IN IMPLEMENTATION PROCESS DUE TO YOUR FAILURE TO PERFORM ITS OBLIGATION IN TERMS OF THIS AGREEMENT. YOU SHALL ASSUME RESPONSIBILITY FOR PROCUREMENT AND MAINTENANCE OF AND THE OVERALL EFFECTIVENESS AND EFFICIENCY OF THE CAPITAL EQUIPMENTS AND OPERATING ENVIRONMENT UPON WHICH THE SOFTWARE IS TO FUNCTION.
2. THE SOFTWARE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ BASIS AND WITHOUT WARRANTY OF ANY KIND AND TO THE EXTENT SUCH DISCLAIMER IS NOT PROHIBITED BY THE APPLICABLE LAW,TRENDROOSTER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TRENDROOSTER SHALL NOT HAVE ANY OBLIGATIONS TO UPGRADE, BUG-FIX, PROVIDE SUPPORT OR MAINTENANCE SERVICES UNDER THIS AGREEMENT, OR PROVIDE ANY INFORMATION, ASSISTANCE OR CONSULTANCY IN RELATION TO SOFTWARE.
3. TRENDROOSTER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND THE FUNCTIONS CONTAINED THEREIN, OR THAT THE SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT IT WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARES.

Limitation of Liability
1. To the Extent not prohibited by the applicable law, in no event shall Trendrooster, its affiliates, agents, or principals be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever including but not limited to, damages for loss or profits, corruption or loss of data, failure to transmit or receive any data, business interruption or any other commercial damages or losses, arising out of related your use or inability to use the Software or any Third Party Softwares contained in the Software, applications, or services in conjunction with the Software however caused.

Third party acknowledgement
1. Some portions of the software may make use or include Third Party Software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers contained in this agreement shall also extend to these Third Party Softwares and their use shall further be governed by their respective terms and conditions.
2. You shall at all times abide by clause 7.1Trendrooster shall not be responsible for any warning letter/notice of infringement/legal suit or action that you receive or may receive from such Third Party or any notice by the Third Parties alleging infringement of Third Parties rights in the manufacture, sale or use of the Software which is/may be brought against you by such Third Party.
3. Upon the receipt of any warning letter/notice of infringement/legal suit or action arising out of or pursuant to the usage of the Software or any notice by the Third Parties alleging infringement of Third Parties rights in the manufacture, sale or use of the Software, you shall immediately inform Trendrooster of such warning letter/notice of infringement/legal suit or action.
4. Where Trendrooster receives any warning letter/notice of infringement/legal suit or action from Third Parties arising out of or pursuant to your usage of the Software which is in violation of this Agreement or any notice by the Third Parties alleging infringement of Third Parties rights in the use of the Software which is attributable to you, Trendrooster shall forthwith forward the same to you, and you shall take all possible steps to defend Trendrooster against such warning letter/notice of infringement/legal suits and indemnify Trendrooster for any loss that Trendrooster may suffer as a result of such use.

Privacy
1. Trendrooster’s collection and use of personal information is governed by Trendrooster’s Privacy Policy, available at www.trendrooster.org. By using the Software, you agree and consent to Trendrooster’s collection, processing and usage of your personal information.

Termination
1. ThisAgreement is effective until terminated by either Parties. Your rights under this Agreement will terminate automatically or otherwise cease to be effective without notice from Trendrooster if you fail to comply with any term(s) of this Agreement. Upon termination of this Agreement, you shall cease all use of the Software.

Relationship of the Parties
1. The arrangements between the Parties under this Agreement have been entered into on a principal-to-principal basis and do not create any employee-employer relationship between the Parties. Nothing contained in this Agreement shall be deemed to create any partnership, joint venture between the Parties or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between you and/or your representatives, employees and agents. None of the Parties shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Parties except as specifically provided by this Agreement.

Dispute Resolution, Governing Law, Jurisdiction
1. The Parties hereby agree that any claims, disputes or differences arising out of the interpretation, application or in connection with this Agreement which cannot be resolved amicably, shall be referred Arbitration comprising sole arbitrator appointed mutually by the Parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any modification/amendment effected thereafter from time to time. The arbitration shall be conducted in the English language. The venue of the arbitration shall be Puducherry, India. The Award passed by the sole arbitrator shall be final and binding on both the Parties to this Agreement.
2. This Agreement shall be governed in accordance with the provisions of laws of India. Subject to clause 11.1The Courts at Puducherry, India shall have exclusive jurisdiction to entertain all litigation arising under this Agreement.

Notices
1. For any legal communication requirements, either Party may send the other Party such Notices electronically by email and both the Parties hereby consent to receive such Notices by email.