This End User License Agreement and the Terms of Services (the “Agreement”) is a binding contract between you and Syncspace Solutions Pvt Ltd, a company incorporated under the Companies Act, 2013 having its registered office at B-501/502,The Great Eastern Summit, Plot No. 66, Sector 15,CBD Belapur, Navi Mumbai, 400614 (“Licensor”). For the purpose of this Agreement, “you” or “user” shall mean any natural or legal person who has agreed to accept the delivery of Software (defined below) and use of Services (defined below). If you are agreeing to this Agreement not as an individual but on behalf of your company, employer or third party then “you” or “user” means your company, employer or such third party and you are binding your company, employer or such third party to this Agreement.

Licensor may modify this Agreement from time to time.

For the purpose of this Agreement, “Software” means Licensor’s software product, namely(in object code format only) delivered to you together with any update or upgrade, when and if made available to you by the Licensor. Software does not include Third-Party Software. “Third-Party Software” means the software of certain third parties that the Licensor may deliver with the Software, including but not limited to any third-party open source components. “Services” means various services to which the Licensor provides users with access, including without limitation .

BY CLICKING ON THE “I AGREE” (OR SIMILAR BUTTON) OR BY DOWNLOADING AND USING THE SOFTWARE AND THE SERVICES, YOU INDICATE YOU ASSENT TO THE FOLLOWING TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEEMENT, DO NOT USE OR ACCESS THE SERVICES.

“Licensor”, “we”, “us” and “our” shall mean Syncspace Solutions Pvt Ltd. This Agreement includes our Privacy Policy, Acceptable User Policy, and any other referenced policies and attachments.

1. LICENSE

1.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants you a limited, non- exclusive, non-transferable, non-sublicensable license to use the Services and to install and use the Software supplied to you hereunder, as installed on your personal computer, including your laptop, desktop solely for the purpose of accessing the Service as and in the manner permitted by these terms.

1.2 You understand that the Software is made available in a pre-release or beta version (“Beta Versions”) and is still under development. Therefore, the Software may be inoperable or incomplete and is likely to contain more errors and bugs than generally available software. Licensor make no representation that the Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of Beta Versions constitutes Licensor’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to the Beta Version, including any support and maintenance, warranty, and indemnity obligations.

1.3 The Licensor grants you the right to redistribute the Software and the Services, subject to the distributions is limited or granted only to an individual and not to any entity or artificial person or organisation. Further, such distribution shall be free of cost and the contact records of such individual, to whom the license is distributed, shall be shared with Licensor.

1.4 You agree and acknowledge that the distribution per Section 1.3 above, shall be per the terms and conditions of this Agreement. You shall indemnify, hold harmless, and defend the Licensor from and against any claims or lawsuits, including attorneys' fees, which arise from use, reproduction, or distribution of the Software and the Services.

2. ACCOUNT REGISTRATION

You must register for an account in order to install the Software and access the Services. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts. You shall be responsible for ensuring the security and confidentiality of the user names and passwords provided upon the registration.

3. LICENSE RESTRICTIONS

3.1 You shall not conduct any business or activity or solicit the performance of any activity that is prohibited by law, tort, or interferes upon the use of Licensor’s system by other Licensees.

3.2 You shall not distribute, disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of the Software or permit or encourage any third party, including its subsidiaries and affiliates, to do so.

3.3 You shall not permit any third party to access the Software or Services, except as expressly provided in this Agreement.

3.4 You shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of the Licensor, their directors, officers, representatives, employees or permitted assigns by accessing the Services;

3.5 You shall not publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information while accessing the Services;

3.6 You shall not access, send, receive, display, disclose, or store any content in violation of any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right or in violation of any applicable agreement, or without authorization;

3.7 You shall not try to hack, crash, sabotage the Software or the Services.

3.8 You shall not allow third parties to access or use the Software or Services, including without limitation any use in any application service provider environment, service bureau, or time-sharing arrangements.

3.9 You shall not sell, resell, rent or lease the Software or the Services.

3.10 You shall not adapt, alter, publicly display, publicly perform, translate, embed into any other product, or otherwise create derivative works of, or otherwise modify the Software or Services.

3.11 You shall not use the Software or the Services in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software or the Services.

3.12 You shall not reveal to any third party any benchmark results comparing any part of the Software or the Services with any potentially competing product;

3.13 You shall not interfere with or disrupt the integrity and performance of the Software or third-party data contained therein.

3.14 You shall not copy any features, functions or graphics of the Software or the Services.

3.15 You shall not engage in any other activity deemed by Licensor to be in conflict with the spirit or intent of this Agreement.

4. YOUR OBLIGATIONS FOR USE OF THE SERVICES

4.1 Use and access to the Services is based on you obtaining and maintaining access to the internet, and all equipment necessary for proper operation of the Services. You are required to maintain and use the user names and passwords issued by Licensor for the access and use of the Services.

4.2 Licensee shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and shall notify the Licensor immediately of any such unauthorized use or other known breach of security. Licensee shall report to Licensor immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by.

4.3 You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data and in accordance with Acceptable Use Policy. Licensor reserves the right to update such policy as set forth therein. Any use of the Services in violation of Licensor's Acceptable Use Policy shall be a material breach of this Agreement. Licensee agrees to defend, indemnify and hold Licensor harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from Licensee’s violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Services.

4.4 You will be solely responsible for providing all the data required for the proper operation of the Services. You shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership or right to use of all data, including as outlined in Licensor’s Acceptable Use Policy. Licensor is under no obligation to review data for accuracy, acceptability or potential liability. You grant to the Licensor all necessary licenses in and to such data solely as necessary for the Licensor to provide the Services.

5. PAYMENT

The access or use of Services and installation of Software are provided without any charge until the end of December 2015 (“Initial Period“). The Licensor reserves the right to charge installation or any service fees, at its own discretion, after the expiry of the Initial Period. You shall be charged with any fee, as may be specified by the Licensor, for any modification to the functionality of the Software or the Services, including any enhancements to the Software and the Services.

6. RATE LIMIT

Your use of the Services for, creation of your projects, shall be restricted to a maximum of 4 (four) projects per day (“Rate Limit”), per the terms of this Agreement. The Licensor shall have the absolute right to discontinue your access of the Services in the event your usage of Services exceeds the Rate Limit. Reconnection of your access to the Services shall be at the discretion of the Licensor.

We reserve our right to implement rate limits for usage of space, and other measurement yardsticks of usage – such as access to our API (Application Programming Infomration) The same would be informed to you via our website.

7. PROPRIETARY RIGHTS

7.1 You acknowledge and agree that the Services and the Software, including without limitation the Software’s sequence, structure, organization, source code and applicable documentation contains valuable trade secrets and other intellectual property of the Licensor, its suppliers or its licensors and is considered Licensor’s confidential information. The Software and Services are licensed and not sold to you, and no title or ownership to such Software or Services or the intellectual property rights embodied therein passes as a result of this Agreement or any act pursuant to this Agreement. The Software and Services and all intellectual property rights therein are the exclusive property of the Licensor, its suppliers or its licensors, and all rights in and to the Software and Services not expressly granted to you in this Agreement are reserved. Licensor owns all copies of the Software, however made. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future property of the Licensor, except to the extent necessary for users to use the Software or Services as expressly permitted under this Agreement.

7.2 The copyright, trademark, and other proprietary rights notices contained or incorporated in the Software or the Services may not be removed, altered, or added to in any way.

8. CONFIDENTIALITY

8.1 The Software and the Service provided under this Agreement contains valuable trade secrets and is the confidential information of the Licensor. You shall not disclose, provide or otherwise make available the Software or the Service to any third party, except as expressly granted under this Agreement.

8.2 You shall not reproduce or copy by any means the Software or the Services, except as reasonably required to accomplish the purpose of this Agreement.

8.3 You agree to use all commercially reasonable precautions to protect the confidentiality of the Software and the Service, and shall secure from all third parties having access to the Software or the Services, per the terms of this Agreement, commitment to maintain the Software and the Services in confidence.

8.4 You agree that under no circumstances the Licensor or its affiliates or subsidiaries shall be held responsible or liable for any loss, damage or harm caused due to reliance on information obtained from the Software or the Services.

9. THIRD PARTY SOFTWARE

Third-Party Software is subject to separate terms and conditions provided by such Third-Party Software. The license restrictions contained in this Agreement do not apply to Third-Party Software to the extent they are inconsistent with such Third-Party Software terms. The Licensor shall not be responsible for any Third-Party Software.

10. TERM AND TERMINATION

This Agreement will commence upon your download of the Software and/or your commencement of the Services and, unless earlier terminated as provided in this Section 9, will continue in perpetuity. 1) This Agreement may be terminated by the Licensor with a written notice of thirty (30) days to the user or 2) This Agreement will immediately terminate upon your breach of this Agreement, unless such breach is curable and is cured by you within 10 days from the date of notice of breach provided to you. Upon the termination of this Agreement, you will immediately but not later than 2 days from the date of termination, discontinue the use of the Services, promptly but not later than 2days from the date of termination destroy or have destroyed the Software and any copies thereof, and, upon request by Licensor, certify in writing, that such destruction has taken place. These remedies are cumulative and in addition to any other remedies available with the Licensor. Sections 3, 7, 8, 9, 10, 11, 12, 13 and 15, shall survive the termination of this Agreement.

11. INDEMNITY

You will defend, indemnify and hold harmless the Licensor from and against any loss, cost, liability or damage, including attorneys’ fees, for which Licensor becomes liable arising from or relating to any claim relating to your data, including but not limited to any claim brought by a third party alleging that your data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law.

12. WARRANTY DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE AND THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SOFTWARE AND THE SERVICES ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR, ITS SUBSIDIARIES AND AFFILIATES, DO NOT REPRESENT OR WARRANT TO THAT 1) YOUR USE OF THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, 2) YOUR USE OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, 3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE OR THE SERVICES WILL BE ACCURATE OR RELIABLE. LICENSOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THE USER ACKNOWLEDGES AND AGREES THAT, THE SOFTWARE AND SERVICES ARE LIMITED AND PROVISIONAL. THE SERVICES CANNOT BE USED AN ARCHITECTURAL ADVICE OR REPORT AND THE SERVICES SHALL CANNOT BE USED TO BASE ANY CLAIM OR CREATE ANY CITED AS AUTHORITY FOR ARCHITECTURAL ADVICE.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS OR COMMUNICATION OR DELAY, LOST DATA, LOST PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES .

IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID TO LICENSOR IN RESPECT OF THE SOFTWARE GIVING RISE TO THE CLAIM OR IF NO FEES WERE PAID THEN ONE HUNDRED RUPEES. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THIS AGREEMENT BETWEEN YOU AND THE LICENSOR. LICENSOR WOULD NOT PROVIDE THE SOFTWARE AND THE SERVICES TO YOU ABSENT SUCH LIMITATION

14. ANTI-SPAM POLICY

You are forbidden to transmit unsolicited commercial email (spam) by using the Software and the Services. Repeated violations or failures to comply with this anti-spam policy will result in termination of your access to the Software and the Services. You agree and acknowledge that, we shall not be held liable for any claim that may arise due to your violation of this anti-spam policy.

15. General Provisions:

15.1 This Agreement along with the privacy policy, acceptable user policy, anti-spam policy and other policies referred under this Agreement, constitutes the entire or sole legal agreement between you and Licensor and shall govern the use of the Software and the Services and shall supersede and prevail over any prior agreements, whether oral or written, regarding subject matter hereof.

15.2 If any court of law, having the jurisdiction to decide on this matter, rules that any provision contained under this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.

15.3 Licensor shall have a right to assign this Agreement to its affiliates or any third parties at any time without notice to you.

15.4 This Agreement shall be governed exclusively by the laws of India without regard to its conflict of law provisions. The courts of law located within Navi Mumbai, India shall have the exclusive jurisdiction to resolve any dispute or discrepancies arising from this Agreement.

15.5 Any waivers and modifications must be in writing and signed by both parties. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

15.6 By registering your details with Licensor you agree that we may contact you with important information relating to the Software or the Services.

15.7 No agency, partnership, joint venture, or employment is created between you and the Licensor as a result of this Agreement, and you do not have any authority of any kind to bind Licensor in any respect whatsoever.