IMPORTANT—READ CAREFULLY PRIOR TO USING THE SOFTWARE: THIS END-USER LICENSE AGREEMENT (THE “EULA“) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “LICENSEE“) AND ASCENDIYA TECHONOLOGIES PRIVATE LIMITED FOR THE USE OF” SHIPOTLE AND MANDI ON MOBILE “ APPLICATION (THE “SOFTWARE”) AND THE RELATED USER GUIDES AND SPECIFICATIONS MADE AVAILABLE BY ASCENDIYA FOR ONLY THAT VERSION OF THE SOFTWARE LICENSED BY LICENSEE HEREUNDER (THE “DOCUMENTATION”).

BY ACCESSING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR OTHERWISE USE THE SOFTWARE. YOU AGREE THAT YOUR USE OF THE SOFTWARE REPRESENTS YOUR ACKNOWLEDGEMENT THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS EULA, IN WHICH CASE THE TERM “LICENSEE” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT INSTALL OR OTHERWISE USE THE SOFTWARE.

License

We grant you a revocable, non-exclusive, non-transferable, limited license to access and use the Portal solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement. The Software may include authorization or registration technology designed to prevent unauthorized use and copying of the Software. This technology may cause Licensee’s Device to automatically connect to the internet or to prompt Licensee to contact Ascendiya and may prevent uses of the Software that are not permitted.

User Content

The Portal allows you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, or other material ("User Content"). You are responsible for the User Content that you post on or through the Portal, including its legality, reliability, and appropriateness. By posting User Content on or through the Portal, you represent and warrant that:

• 1. 1. you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Portal and this Agreement; and

• 2. 2. you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Portal and this Agreement.

Restrictions

You agree not to, and you will not permit others to use the Portal for any illegal purpose or in violation of any local, state, national, or international law.Post, link, store, share, or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable. Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity. Interfere with or disrupt the operation of the Portal or servers or networks connected to the Portal, or disobey any requirements, procedures, policies, or regulations of networks connected to the Portal.

Intellectual Property

The Portal and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of Ascendiya Technologies Pvt Ltd and its licensors. The Portal is protected by copyright, trademark, and other laws of India. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Ascendiya Technologies Pvt Ltd.

Term

This EULA is effective as of the date the Software is downloaded by Licensee (the “Effective Date”) and shall continue until terminated by Ascendiya or Licensee as provided herein (the “Term”).

Termination

We may terminate or suspend your access to the Portal immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the terms of this Agreement. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimer of Warranty

The Portal is provided "as is" without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

Limitation of Liability

In no event shall Ascendiya Technologies Pvt Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Portal; (ii) any conduct or content of any third party on the Portal; (iii) any content obtained from the Portal; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Governing Law

This Agreement shall be governed and construed in accordance with the laws of India, without regard to its conflict of law provisions.

Updates

Ascendiya may, in its sole discretion, make bug fixes, patches and/or service packs available to address certain issues that may not be working as intended (each an “Update”).

Upgrades

Ascendiya may, in its sole discretion, offer new versions of the Software that replace the prior version in its entirety and offer significant changes and improvements over the prior version (each an “Upgrade”). Upon release of an Upgrade, Ascendiy’s obligation to support the previous versions may end. Upgrades are not licensed to Licensee in this EULA unless otherwise agreed in writing by Ascendiya. If an Upgrade is licensed by Licensee, the previous version of the Software must be removed from Licensee’s Device and no further use or access is permitted except archival copies.

Indemnification.

he parties hereto agree to defend, indemnify and hold harmless the other party and its directors, officers, and employees (the “Indemnified Party”) from and against all costs, expenses, losses, damages, penalties, taxes, liabilities, judgments, settlements, reasonable attorneys’ fees, claims, demands, actions, suits, proceedings or other causes of action of any nature (individually and collectively referred to herein as “Damages”) arising out of any breach of the terms and conditions of this EULA by the non-Indemnified Party. In addition, Licensee agrees to defend, indemnify and hold harmless Ascendiya and its officers, directors, employees, affiliates and agents from and against any Damages arising out of claims related to (a) Licensee’s use of the Software, (b) Licensee or any of the Licensed User’s violation of this EULA, (c) any infringement or violation by Licensee of any intellectual property or other right of any person or third party.

Right to Audit

Ascendiya reserves the right to periodically conduct audits of Licensee’s use and installation records related to the Software to verify compliance with the terms of this EULA and the applicable Optional Features (each an “Audit”). Licensee shall be given no less than thirty (30) days prior written notice of Ascendiya’s intent to conduct an Audit. Audits will be conducted during Licensee’s normal business hours and will occur no more than once in any twelve (12) month period. In the event an Audit shows that Licensee is using or accessing Software that is not licensed or is beyond the terms of this EULA, Ascendiya shall have the right to immediately invoice Licensee for the unauthorized use, including interest at the legally allowable rate, and the reasonable costs of the Audit. If Licensee fails to pay such invoice on Net 30 terms, Ascendiya may terminate this EULA in additional to all other remedies that may be available to it in law or in equity.