Terms of Use

Ver 1.2

Last updated: January 21, 2022

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE BEFORE USING THE EVALUESERVE PLATFORM SERVICES

These terms of use (“Terms of Use“) describe the terms on which Evalueserve UK Limited, a company incorporated under the laws of England under company number 06810791, with its registered office at Lewis House, Great Chesterford Court, Great Chesterford, Essex, CB10 1PF (hereinafter referred to as “Evalueserve“) offers the users / registrants of the platform (“You” or “Your” or “Yourself” or “User“) access to the platform along with the Content (as defined under clause 1.1) (collectively “Evalueserve Platform Services”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THE PLATFORM. YOUR USE OF THE PLATFORM SIGNIFIES YOUR ACCEPTANCE OF THE TERMS OF USE AND YOUR AGREEMENT TO BE LEGALLY BOUND BY THE SAME. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MUST STOP ACCESSING AND USING THIS PLATFORM AND THE SERVICES IMMEDIATELY.

Clause 1: Access and Use

1.1 Subject to Your compliance with these Terms, Evalueserve hereby grants You a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to access and use internally Evalueserve Platform Services which includes the platform in the form displayed by Evalueserve and Contents that are offered by Evalueserve as part of Evalueserve Platform Services. “Content(s)” means all data, content and materials (including text, graphics, animation, images, audio, video, charts, indices, reports, spreadsheets, databases, analytics, analysis, icons, user guides etc.), and any portion or combination thereof, including the design, layout and look and feel, that are embedded in or included in the platform or used by Evalueserve or its affiliates to provide Evalueserve Platform Service. Your use of the Evalueserve\Platform Service is solely for Your internal purposes and not for resale.

1.2 You shall be solely responsible, at Your expense, for establishing, maintaining, and operating the connection to the internet and other hardware and software required to access and use Evalueserve Platform Service.

Clause 2: Limitations on Use

2.1 You shall not use Evalueserve Platform Service in any manner not expressly and specifically authorized under these Terms.

2.2 In particular, and without limitation of the foregoing, You shall not, directly or indirectly:

(a) use Evalueserve Platform Service to design, build, enhance, market or sell any similar or substitute product or service;

(b) modify or create derivative works of Evalueserve Platform Service;

(d) distribute, sublicense, assign, share, timeshare, sell, rent, lease, or otherwise transfer the rights to access the functionality of Evalueserve Platform Service;

(e) attempt to circumvent security or interfere with the proper working of the platform;

(f) damage, disable, overburden, or impair the Evalueserve website, computer systems or networks used to provide any Contents; or

(g) gain unauthorized access to any Evalueserve website or service, computer systems or networks used to provide any part of the Evalueserve Platform Services, through hacking, password mining or any other means or use the Evalueserve Platform Services to further or promote any illegal activity, investment or enterprise.

Clause 3: Third Party Products

You acknowledge that Evalueserve utilizes third parties to provide some/most parts of Evalueserve Platform Services and is bound by terms and conditions signed with them. In the event of any discontinuation of third-party services, Evalueserve will provide You alternative solutions to ensure minimum/no impact on Evalueserve Platform Services, which will be Your sole remedy available in such a situation.

You further acknowledge that, Evalueserve may engage with a sub-contractor for provision of Evalueserve Platform Service or any part thereof to You, and in this regard Evalueserve is allowed to share Your confidential information with such sub-contractor/s. However, Evalueserve shall be responsible for their acts and/or omissions in this regard.

Clause 4: Changes to Evalueserve Platform Service

Evalueserve reserves the right, in its sole discretion and without incurring any liability to You to undertake updates, improvements, modifications, deletions in the features and functionalities of Evalueserve Platform Services from time to time, to improve user experience.

Clause 5: Proprietary Rights

5.1 You acknowledge and agree that Evalueserve owns (or licensed or sourced from third parties) all intellectual property rights in relation to the Evalueserve Platform Services including, without limitation, patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, know-how, in each case whether registered or unregistered, which subsist or which may in the future subsist in the platform and the Content (hereinafter called “Evalueserve IP”). You shall not acquire any right in respect of the Evalueserve IP other than as expressly stated herein. In addition to clause 6.1 hereinabove, You agree that Evalueserve shall be the sole and exclusive owner of all rights, title and interest in any modifications, alterations, improvements to the Evalueserve IP, including all intellectual property rights associated therewith (including without limitation any rights that might arise whether or not patentable or copyrightable, in connection with such modification, alterations, improvements).

5.2 You shall not remove, suppress or modify in any way the proprietary markings, including any trademark, service mark, word mark or copyright notice, used in relation to the platform and/or the Contents. Nothing in this Agreement gives You the right to over-brand or co-brand any part of the Evalueserve Platform Service.

Clause 6: Confidential Information

“Confidential Information” means information, including without limitation, trade secrets, methods, details about products or service features, enhancement or release plans, pricings, promotions and business or marketing plans of Evalueserve. Confidential Information shall also include the passwords and the user ID codes. You may, by using the Evalueserve Platform Services or by contact with Evalueserve’s employees, officers, directors, and agents, come into contact with the Confidential Information which is proprietary and confidential to Evalueserve. You shall neither disclose Confidential Information to any third party, nor use the same for any purpose other than as set forth herein. You shall use the same degree of care as You use to protect Your own confidential information, but no less than reasonable care to prevent the unauthorized use, dissemination or publication of the Confidential Information. Your duty to protect Confidential Information shall survive the termination/expiration of these Terms.

Clause 7: Disclaimer of Warranties

EVALUESERVE PLATFORM SERVICES PROVIDED TO YOU HEREUNDER IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF UNINTERRUPTED OR ERROR FREE USAGE OF PLATFORM, NON-INFRINGEMENT OF THIRD- PARTY RIGHTS AND THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW

Clause 8: Indemnity

You shall indemnify, defend and hold harmless Evalueserve and its affiliates, its directors, officers, employees, representatives and agents (collectively “Evalueserve Representatives”)from and against any and all claims, liabilities, damages, costs and expenses, including reasonable counsel fees, or other losses based on or arising out of (a) any breach by You of your covenants, undertakings, agreements or obligations under these Terms, (b) Your use of the Evalueserve Platform Services including but not limited to acts of unfair practice, usage, violation and infringement of the Evalueserve Platform Services, (c) any content You create, transmit, or display while using the platform or the Contents, and/or (d) Your negligent or willful misconduct.

Clause 9: Limitation of Liability

IN NO EVENT SHALL EVALUESERVE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE EVALUESERVE PLATFORM SERVICES.

Clause 10: Termination

10.1 Evalueserve may, in its sole discretion, at any time discontinue providing, limit or terminate the Evalueserve Platform Services without any cause. Evalueserve may terminate or limit Your access to or use of the Evalueserve Platform Services if Evalueserve determines, in its sole discretion, that You have (i) breached Confidentiality Obligations; and/or (ii) breached the License – Access and Use Limitations;

10.2 In the event of termination of these Terms for any cause, all rights granted by Evalueserve hereunder shall automatically terminate. You shall immediately cease any further use of the platform and the Contents and (i) immediately return all copies and documents, notes and other materials relating to your use and evaluation of the platform and the Contents or (ii) destroy the original or all copies of the Contents and confirm with a certificate of destruction certified by Your authorized signatory.

Clause 11: Governing Law

These Terms will be construed and enforced in accordance with the laws of England and Wales and the courts of England and Wales shall have the exclusive jurisdiction to adjudicate all dispute(s) arising out of these Terms of Use.

Clause 12: Litigation Costs

Notwithstanding anything contained in these Terms of Use or any other document/agreement, You agree to bear all costs and expenses, including but not limited to, any travel or administration expenses, attorney fees, in connection with the claims, petitions, summons, notices, subpoena and/or court appearances to which Evalueserve is a party, directly or indirectly, arising out of Your use of the Evalueserve Platform Services or production/submission of any deliverables/reports based on such Evalueserve Platform Services in a lawsuit and/or court proceeding(s), of any kind whatsoever, in any jurisdiction against any third party, initiated either by You or any third party.

Clause 13: Miscellaneous

The invalidity of any portion of these Terms of Use by a proper legal authority shall not affect the remaining portions of these Terms or any part thereof, and these Terms shall be construed, as if the invalid portion or portions had not been inserted therein. You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Any failure by Evalueserve to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Evalueserve of that provision or right.